den networks limited annual...den networks limited. 236, okhla phase iii, new delhi – 110020 den...

DEN Networks Limited.236, Okhla Phase III,New Delhi – 110020

www.dennetworks.com

DEN NETWORKS LIMITEDANNUAL REPORT 2019 - 2020

Annual Report 2019-20 1

CORPORATE INFORMATIONBOARD OF DIRECTORS

KEY MANGERIAL PERSONNEL

STATUTORY AUDITORS

SECRETARIAL AUDITORS

COST AUDITORS

BANKERS

REGISTRAR & TRANSFER AGENT

REGISTERED OFFICE

Mr. Sameer ManchandaDIN: 00015459

Chairman Managing Director

M/s. Chaturvedi & Shah LLP Statutory Auditors

714-715, Tulsiani Chambers, 212,Nariman Point, Mumbai-400021

M/s. Ajay Kumar Singh & Co.Cost Auditors

1/26, 2nd Floor Lalita Park Laxmi Nagar Delhi-110092

KFin Technologies Private Limited(formerly known as Karvy Fintech Private Limited)

Karvy Selenium Tower B,Plot number 31 & 32, Financial District,

Nanakramguda, Serilingampally Mandal, Hyderabad – 500032 Landline: +91-40-23420815 Fax: +91-40 -23420814

Email: [email protected]

M/s. NKJ & Associates Secretarial Auditors

F-130, Ground Floor, Street No. 7, Pandav Nagar, Delhi – 110091

HDFC Bank LimitedStandard Chartered Bank

ICICI Bank LimitedIDFC First Bank Limited

Kotak Mahindra Bank Limited

Unit No. 116, 1st Floor, C Wing, Bldg. No. 2, Kailas Industrial Complex, L.B.S. Marg, Park Site, Vikhroli(West),

Mumbai-400079, MaharashtraLandline: +91-22-61289999

Email: [email protected]

Ms. Archana Niranjan HingoraniDIN: 00028037

Independent Director

Mr. Ajaya Chand DIN: 02334456


Mr. Atul Sharma DIN: 00308698


Mr. Rajendra Dwarkadas HingwalaDIN: 00160602


Mr. Anuj JainDIN: 08351295

Non- Executive Director

Ms. Geeta FulwadayaDIN: 03341926


Mr. Saurabh SanchetiDIN: 08349457


Mr. S. N. SharmaChief Executive Officer

Mr. Satyendra JindalChief Financial Officer

Mr. Jatin MahajanCompany Secretary & Compliance Officer

DEN Networks Limited2

ConsolidatedFinancial

Statements

121-206

Notice of AGM

207-214

BusinessResponsibility

Report

16-23 24-30ManagementDiscussion &

Analysis

Highlights

03 04-15Directors’ Report(with annexures)

51-120Standalone

FinancialStatements

31-50Corporate

Governance Report(with annexures)

CONTENTS


DEN is well equipped for Future Growth

DEN – Strong Foundation in place already

Operational Parameters

> Decade CATVexperience

Strong ParentSupport

ExperiencedManagement Team

Operations in 13States

Content tie-up withmajor broadcasters

Capex completed –Fibre >80%, no more

subsidies onSTB’s/CPE’s

Best in classtechnology,

Centralized NOC,CAS & SMS

New Productofferings–

OTT + HD + 4K

LMO > 15000NTO

ImplementationNegativeNet Debt

Healthy BalanceSheet

` 8,130 MnSubscription Income

` 12,915 MnRevenue fromOperation

` 2,113 MnOperating EBITDA

16%Operating EBITDA

` (20,177) MnNegative Net Debt

` 22,310 MnCash Reserves

HIGHLIGHTS


BOARD’S REPORT

Dear Members, The Board of Directors is pleased to present the Company’s Thirteenth Annual Report and the Company’s audited financial statements for the financial year ended March 31, 2020.

1. FINANCIAL RESULTS

The financial performance of the Company (Standalone and Consolidated) for the year ended March 31, 2020 is summarized below:(₹ in million)

Particulars Standalone Consolidated2019-20 2018-19 2019-20 2018-19

Revenue from operations 11,954.83 10,093.41 12,914.52 12,060.65Profit/(loss) before interest, depreciation and exceptional items 3,213.07 1,325.37 3,873.27 2,290.37Less: Interest 310.32 556.49 318.33 586.55Depreciation and amortisation expenses 1,663.90 1,452.68 2,467.86 2,415.70Exceptional items - 1,507.00 - 2,111.00Share of profit/ (loss) of Associates - - 11.26 (53.94)Profit/(loss) for the year 1,238.85 (2,190.80) 1,098.34 (2,876.82)Total tax expense (including Current tax and deferred tax) 375.85 - 511.96 128.68Profit/(loss) after tax 863.00 (2,190.80) 586.38 (3,005.50)Add: Other Comprehensive Income (5.48) 9.15 (4.91) 13.57Total Comprehensive Income for the year 857.52 (2,181.65) 581.47 (2,991.93)Earning Per Share (in ₹) (Basic & Diluted) 1.81 (9.19) 1.47 (11.63)

2. Transfer to Reserve

The Board of Directors of the Company has not proposed to transfer any amount to the Reserves for the year under review.

3. Results of Operations and State of Company’s affairs

During the year under review, the total revenue from operations was ₹ 11,954.83 million on standalone basis and ₹ 12,914.52 million on consolidated basis as compared to the last year’s revenue of ₹ 10,093.41 million on standalone basis and ₹ 12,060.65 million on consolidated basis respectively. The Post-Tax Profit of your Company was ₹ 863.00 million on standalone basis and ₹ 586.38 million on consolidated basis as compared to the last year’s Post Tax Loss of ₹ 2,190.80 million on standalone basis and ₹ 3,005.50 million on consolidated basis respectively.

4. Operational Highlights

A. Implementation of New TRAI Order

During the year, we have successfully migrated majority of the STBs from post-paid model to the pre-paid model under the new Tariff order, which has improved our revenue and collection processes. Additionally, this has resulted in better working capital management as the Company collects the subscription before rendering its services. Moreover, the content is now pass-through, because of which the increased content cost as per the new order possesses no challenge. Telecommunication (Broadcasting and Cable) Services (Eighth) (Addressable Systems) Tariff (Second Amendment) Order, 2020 notified by the Telecom Regulatory Authority (TRAI) on January 1, 2020 is currently subjudice.

B. Process Improvement

The Company has removed mundane and routine tasks, and replace them with a system that does not need much human interaction. Using atomization, we have improved our business processes, which has led to lower costs, motivated employees and happier customers. During the year, the Company also automated its banking process, allowing LCOs to generate e-agreements. Other process improvement initiatives include SAP process improvements, virtual account setup facilities, online collection tools such as CDM cards, Host-to-Host integration.


C. Composite Scheme of Amalgamation and Arrangement

During the year under review, the Board of Directors of the Company on recommendation of the Audit Committee, approved the Composite Scheme of Amalgamation and Arrangement between the Company, Hathway Cable and Datacom Limited (Hathway), TV18 Broadcast Limited (TV18), Network18 Media & Investments Limited (Network18), Media18 Distribution Services Limited (Media18), Web18 Digital Services Limited (Web18) and Digital18 Media Limited (Digital18) and their respective shareholders and creditors with appointed date February 1, 2020, under the applicable provisions of the Companies Act, 2013 (“the Act”).

The Scheme inter - alia provides for amalgamation of the Company, TV18 and Hathway into Network18 and transfer of the cable, broadband and digital businesses by Network18 to it’s 3 (three) separate wholly owned subsidiaries, namely Media18, Web18 and Digital18, respectively.

The said Scheme is inter alia subject to approval from shareholders and creditors of the companies which are party to the Scheme, approval of the BSE Limited, the National Stock Exchange of India Limited, the Securities and Exchange Board of India (SEBI), the Central Government, the Hon’ble National Company Law Tribunal, the Department of Telecommunication and any other appropriate authorities as may be required.

5. Dividend

The Board of Directors of the Company has not recommended any dividend on Equity Shares for the year under review.

The Dividend Distribution Policy of the Company is annexed herewith and marked as Annexure A to this Report and the same is put up on the Company’s website and can be accessed at https://www.dennetworks.com/upload/code_conduct/Dividend-Distribution-Policy.pdf.

6. Management’s Discussion and Analysis Report

Management’s Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) is presented in a separate section, forming part of the Annual Report.

7. Credit Rating

The details of credit ratings are disclosed in the Corporate Governance Report, which forms part of the Annual report.

8. Consolidated Financial Statement

In accordance with the provisions of the Act and Listing Regulations read with Ind AS-110 (Consolidated Financial Statement), Ind AS-28 (Investments in Associates and Joint Ventures), the consolidated audited financial statement forms part of the Annual Report.

9. Change in Registered office of the Company

The Registered Office of the Company is situated at New Delhi, in the National Capital Territory (NCT) of Delhi. The Board of Directors of your Company at its meeting held on February 17, 2020 has approved shifting of the Registered Office of the Company from the NCT of Delhi to the State of Maharashtra i.e. within the Jurisdiction of the Registrar of Companies, Maharashtra at Mumbai, subject to requisite approvals. The Shareholders of the Company through Postal Ballot dated March 27, 2020 have accorded their approval for shifting of the Registered Office as aforesaid.

10. Employees’ Stock Option Schemes

The Company had adopted the DEN Employee Stock Option Scheme in 2010 and DEN Employee Stock Option Scheme- Plan B in 2014 (“DEN ESOP Schemes”). Since there were no outstanding options (whether vested or unvested) and the Company does not propose to grant any new stock options to its employees under DEN ESOP Schemes, the Board of Directors at its meeting held on February 17, 2020 gave its approval to discontinue DEN ESOP Schemes.

11. Subsidiaries, Joint Ventures and Associate Companies

During the year under review and till the date of this report, no company has become or ceased to be subsidiary, joint venture or associate of the Company.

A statement providing details of performance and salient features of the financial statements of Subsidiary/ Associate/ Joint Venture companies, as per Section 129(3) of the Act, is provided as “Annexure B” to this Report.

The audited financial statement including the consolidated financial statement of the Company and all other documents required to be attached thereto is put up on the Company’s website and can be accessed at https://www.dennetworks.com/Investors. The financial statements of the subsidiaries, as required, are put up on the Company’s website and can be accessed at https://www.dennetworks.com/Investors.

The Company has formulated a Policy for determining Material Subsidiaries and the same is placed on the Company’s website at the link: https://www.dennetworks.com/upload/code_conduct/Policy%20on%20material%20subsidiary.pdf

12. Secretarial Standards

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors’ and ‘General Meetings’, respectively, have been duly followed by the Company.

13. Directors’ Responsibility Statement

The Board of Directors state that:

a) in the preparation of the annual accounts for the year ended March 31, 2020, the applicable accounting standards read with requirements set out under Schedule III to the Act have been followed and there were no material departures from the same;


b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2020 and of the profit of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a ‘going concern’ basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f ) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

14. Corporate Governance

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by the SEBI.

The detailed Corporate Governance Report of the Company in pursuance of the Listing Regulations forms part of the Annual Report of the Company. The requisite Certificate from a Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under the Listing Regulations is attached to the Corporate Governance Report.

15. Business Responsibility Report

As stipulated under the Listing Regulations, the Business Responsibility Report (BRR) describing the initiatives taken by the Company from an environmental, social and governance perspective is attached as part of Annual Report.

16. Contracts and arrangements with Related Parties

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in its ordinary course of business and on an arm’s length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions or which is required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

Members may refer Note 33 to the Standalone Financial Statement which sets out related party disclosures pursuant to Ind AS/applicable accounting standards.

The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions as approved by the Board is put up on the Company’s website and can be accessed at https://www.dennetworks.com/upload/code_conduct/Related%20Party%20Transactions%20Policy-DEN.pdf

There were no materially significant related party transactions which could have potential conflict with interest of the Company at large.

17. Corporate Social Responsibility (CSR)

The Corporate Social Responsibility Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board.

In terms of the CSR Policy, the focus areas of engagement shall be affordable healthcare solutions, access to quality education, promotion of sports, environmental sustainability and other need based initiatives.

The Company’s average net profit for the three immediately preceding financial years was negative. Hence, in terms of the Act, during the year under review, the Company was not required to spend any amount on CSR activities.

The CSR Policy may be accessed on the Company’s website at www.dennetworks.com/index.php/corporate-announcement#corporate-governance

18. Risk Management

The Company has in place Risk Management Committee which has established a robust Risk Management Policy and an adequate risk management infrastructure in place, capable of addressing all the risks that the organization faces such as financial, credit, market, liquidity, security, IT (cyber risk), legal, regulatory, reputational risks and such other risks.

The Risk Management Committee manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Company’s management systems, organisational structures, processes, standards, code of conduct and behaviors that governs how the Company conducts the business and manages associated risks.

19. Internal Financial Controls

The Company has adequate internal financial controls commensurate with the size of the business and nature of its operations, designed to provide reasonable assurance with regard to the accuracy and completeness of the accounting records and timely preparation and provision of reliable financial statements.

20. Directors and Key Managerial Personnel

In accordance with the provisions of the Act and the Articles of Association of the Company, Shri. Anuj Jain (DIN: 08351295), Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible has


offered himself for re-appointment. The Board of Directors has recommended his re-appointment.

During the year, the Board of Directors of the Company has appointed Mr. Rajendra Dwarkadas Hingwala (DIN: 00160602) as an Additional Director, designated as an Independent Director of the Company for a period of 3 (three) consecutive years from December 21, 2019. Appointment of Shri Rajendra Dwarkadas Hingwala as an Independent Director of the Company was subsequently approved by the Shareholders of the Company through Postal Ballot on March 27, 2020.

In the opinion of the Board, Shri Rajendra Dwarkadas Hingwala carries rich experience in taxation and foreign investments matters and it is expected that the Company would be immensely benefited from the rich experience of Shri Hingwala.

The Company has received separate declarations from all Independent Directors of the Company, respectively confirming that

(i) they meet with the criteria of independence as prescribed under Section 149(6) of the Act and the Listing regulations and

(ii) they have registered their names in the Independent Directors’ Databank.

The Company has devised, inter alia, the following Policies:

a) Policy for Selection of Directors and determining Directors’ independence; and

b) Remuneration Policy for Directors, Key Managerial Personnel, Senior Management and other employees.

The aforesaid policies are put up on the Company’s website at www.dennetworks.com/index.php/corporate-announcement#corporate-governance.

The Policy for selection of Directors and determining Directors’ independence sets out the guiding principles for the Nomination and Remuneration Committee for identifying persons who are qualified to become Director and to determine the independence of Directors, in case of their appointment as Independent Directors of the Company. The Policy also provides for the factors in evaluating the suitability of individual Board members with diverse background and experience that are relevant for the Company’s operations.

There has been no major change in the aforesaid policy during the year.

The Remuneration Policy for Directors, Key Managerial Personnel and other employees sets out the guiding principles for the Nomination and Remuneration Committee for recommending to the Board the remuneration of the Directors, Key Managerial Personnel and other employees. There has been no change in the policy during the current year.

21. Performance Evaluation

The Company has a policy for performance evaluation

of the Board, Committees and other individual Directors (including Independent Directors) which include criteria for performance evaluation of Non-executive Directors and Executive Directors.

In accordance with the manner specified by the Nomination and Remuneration Committee, the Board carried out annual performance evaluation of the Board, its Committees and Individual Directors. The Independent Directors carried out annual performance evaluation of the Chairperson, the non-independent directors and the Board as a whole. The Chairman of the respective Committees shared the report on evaluation with the respective Committee members. The performance of each Committee was evaluated by the Board, based on report on evaluation received from respective Committees. A consolidated report was shared with the Chairman of the Board for his review and giving feedback to each Director.

22. Auditors and Auditors’ Report

A. Statutory Auditors

M/s. Chaturvedi & Shah LLP, Chartered Accountants (Firm Registration Number 101720W/W100355), were appointed as Auditors of the Company for a term of 5 (five) consecutive years, at the Annual General Meeting held on September 23, 2019. They have confirmed their eligibility and qualifications required under the Act for holding office as Auditors of the Company.

The Notes on financial statement referred to in the Auditors’ Report are self-explanatory and do not call for any further comments. The Auditors’ Report does not contain any qualification, reservation, adverse remark or disclaimer.

B. Secretarial Auditor

The Board of Directors of the Company had appointed M/s. NKJ & Associates, Company Secretaries, to conduct Secretarial Audit for the financial year 2019-20. The Secretarial Audit Report for the financial year ended March 31, 2020 is annexed herewith marked as “Annexure C” to this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

C. Cost Auditor

The Board of Directors of the Company has appointed M/s. Ajay Kumar Singh & Company, Cost Accountants (Firm Registration no. 000386), as Cost Auditors of the Company to conduct the audit of the cost records of the Company for the financial year 2019-20 under Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014. Further, the Company has appointed M/s. Ajay Kumar Singh & Company, Cost Accountants, to conduct the audit of the cost records of the Company for the financial year 2020-21.


23. Disclosures

A. Meetings of the Board

During the financial year ended on March 31, 2020, 6 (Six) Board Meetings were held. Further, details of the meetings of the Board are given in the Corporate Governance Report, forming part of this report.

B. Audit Committee

The Audit Committee of the Company comprises Shri Ajaya Chand (Chairman), Shri Atul Sharma, Dr. (Ms.) Archana Niranjan Hingorani, Non-Executive Independent Directors and Shri Saurabh Sancheti, Non-Executive Director, as members. During the year, all the recommendations made by the Audit Committee were accepted by the Board.

C. Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee comprises Shri Ajaya Chand, (Chairman), Dr. (Ms.) Archana Niranjan Hingorani, Non - Executive Independent Directors and Shri Sameer Manchanda, Executive Director as members.

D. Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the Company comprises Shri Ajaya Chand (Chairman), Dr. (Ms.) Archana Niranjan Hingorani, Non-Executive Independent Directors, Shri Sameer Manchanda, Executive Director and Shri Saurabh Sancheti, Non-Executive Director, as members.

E. Stakeholders’ Relationship Committee

The Stakeholders’ Relationship Committee of the Company comprises Shri Ajaya Chand (Chairman), Dr. (Ms.) Archana Niranjan Hingorani, Non-Executive Independent Directors and Shri Sameer Manchanda, Executive Director, as Members.

F. Other Board Committees

In compliance with the provisions of the Act and Listing Regulations, the Board has constituted Risk Management Committee.

The details of the composition, dates of meetings, attendance and terms of reference of each of the Committees are disclosed in the Corporate Governance Report, which forms part of this report.

G. Particulars of loans given, investments made, guarantees given and securities provided

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilised by the recipient are provided in the Standalone Financial Statement (Please refer Note 44 to the Standalone Financial Statement).

H. Vigil Mechanism

The Vigil Mechanism of the Company also incorporates a whistle blower policy. Protected disclosures can be made by a whistle blower through an e-mail or a letter to the Compliance Officer or to the Chairman of the Audit Committee. The Vigil Mechanism and Whistle Blower Policy may be accessed on the Company’s website at www.dennetworks.com/index.php/corporate-announcement#corporate-governance.

During the year under review, no protected disclosure concerning any reportable matter in accordance with the Vigil Mechanism and Whistle Blower Policy of the Company was received by the Company.

24. Prevention of Sexual Harassment at Work Place

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (“POSH Act”) and Rules made thereunder, the Company has formed Internal Committee for various work places to address complaints pertaining to sexual harassment in accordance with the POSH Act. The Company has a policy for prevention of Sexual Harassment, which ensures a free and fair enquiry process with clear timelines for resolution. There were no cases/complaints filed during the year under POSH Act.

25. Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

Pursuant to Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, relevant disclosure are given below:

i) Conservation of Energy:

The Company is not an energy intensive unit, hence alternate source of energy may not be feasible. However, regular efforts are made to conserve the energy. The Company evaluates the possibilities and various alternatives to reduce energy consumption. Further, use of low energy consuming LED lightings is being encouraged.

ii) Technology absorption:

The Company is conscious of implementation of latest technologies in key working areas. Technology is ever- changing and employees of the Company are made aware of the latest working techniques and technologies through workshops, group e-mails, and discussion sessions for optimum utilization of available resources and to improve operational efficiency. The Company is not engaged in manufacturing activities therefore, certain disclosures on technology absorption and conservation of energy etc. are not applicable.

During the year, there is no expenditure on Research and Development.


iii) Foreign Exchange Earnings and Outgo:

The summary of foreign exchange earnings and outgo are mentioned below:

(₹ in million) Foreign Exchange Earnings : - NIL Foreign Exchange Outgo : - ₹ 174.20

26. Annual Return

As required under Section 134(3)(a) of the Act, the Annual Return is put up on the Company’s website and can be accessed at https://www.dennetworks.com/upload/annuallpdf/4727_001.pdf. Extracts of the Annual return in form MGT 9 for the FY 2019-20 can be accessed at https://www.dennetworks.com.

27. Particulars of Employees and related disclosures

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this Report.

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report.

Having regard to the provisions of the second proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such information may write to the Company on email id [email protected]

28. General

The Board of Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions or applicability on these items during the year under review:

i) Details relating to deposits covered under Chapter V of the Act.

ii) Issue of equity shares with differential rights as to dividend, voting or otherwise.

iii) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except Employees’ Stock Options Schemes referred to in this Report.

iv) Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

v) Fraud reported by the Auditors to the Audit Committee or the Board of Directors of the Company.

vi) Scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

vii) Payment of remuneration or commission from any of its holding or subsidiary companies to the Managing Director of the Company.

viii) There has been no change in the nature of business of the Company

29. Acknowledgement

The Board of Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, business partners, customers, vendors and members during the year under review. The Board of Directors also wish to place on record their deep sense of appreciation for the committed services by the Company’s executives, staff and workers.

For and on behalf of the Board of Directors

Sameer ManchandaChairman Managing Director

DIN: 00015459

Date: April 21, 2020 Place: Gurugram, Haryana


This Policy aims to regulate the process of dividend declaration and its pay-out by the company in accordance with the provision of the Companies Act, 2013 (“the Act”) read with applicable rules framed thereunder and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015, as may be in force for the time being.

OBJECTIVE

The objective of this Policy is to establish the parameters to be considered by the Board of Directors of the Company before declaring or recommending dividend.

CIRCUMSTANCES UNDER WHICH THE SHAREHOLDERS MAY OR MAY NOT EXPECT DIVIDEND

The Board of Directors of the Company, while declaring or recommending dividend shall ensure compliance with statutory requirements under applicable laws including the provisions of the Companies Act, 2013, Listing Regulations and applicable Standards. The Board of Directors, while determining the dividend to be declared or recommended shall take into consideration the advice of the executive management of the Company and the planned and further investments for growth apart from other parameters set out in this Policy.

The Board of Directors of the Company may not declare or recommend dividend for a particular period if it is of the view that it would be prudent to conserve capital for the then ongoing or planned business expansion or other factors which may be considered by the Board.

PARAMETERS TO BE CONSIDERED BEFORE RECOMMENDING DIVIDEND

The Board of Directors of the Company shall consider the following financial / internal parameters while declaring or recommending dividend to shareholders:

• Profits earned during the financial year

• Business Acquisitions

• Expansion/ Modernization of existing Business

• Retained Earnings

• Earnings outlook for next three to five years

• Expected future capital / liquidity requirements

• Any other relevant factors and material events

The Board of Directors of the Company shall consider the following external parameters while declaring or recommending dividend to Shareholders:

• Macro-economic environment - Significant changes in macro-economic environment materially affecting the businesses in which the Company is engaged in the geographies in which the Company operates

• Regulatory changes – Introduction of new regulatory requirements or material changes in existing taxation or

regulatory requirements, which significantly affect the businesses in which the Company is engaged

• Statutory Restrictions- The Board will keep in mind the restrictions imposed by the Companies Act, 2013, as amended, with regard to declaration of dividend.

UTILISATION OF RETAINED EARNINGS

The Company shall endeavour to utilise the retained earnings in a manner which shall be beneficial to the interests of the Company and also its Shareholders.

The Company may utilize the retained earnings for making investments for future growth and expansion plans, for the purpose of generating higher returns for the shareholders or for any other specific purpose, as approved by the Board of Directors of the Company.

PARAMETERS THAT SHALL BE ADOPTED WITH REGARD TO VARIOUS CLASSES OF SHARES

The Company has issued only one class of shares viz. equity shares. Parameters for dividend payments in respect of any other class of shares will be as per the respective terms of issue and in accordance with the applicable regulations and will be determined, if and when the Company decides to issue other classes of shares.

CONFLICT IN POLICY

In the event of any conflict between this Policy and the provisions contained in the regulations, the regulations shall prevail.

REVIEW

The Board may, from time to time, make amendments to this Policy to the extent required due to change in applicable laws and regulations or as deemed fit on a review.

Annexure ADIVIDEND DISTRIBUTION POLICY


Annexure BSalient Features of Financial Statements of Subsidiaries/ Associates/ Joint Ventures

As Per Companies Act, 2013S.No. NAME OF THE SUBSIDIARY DATE SINCE

WHENSUBSIDIARY

WAS ACQUIRED

SHARE CAPITAL

RESERVE & SURPLUS

TOTALASSETS

TOTAL LIABILITIES

INVEST-MENTS

TURNOVER PROFIT BEFORE

TAXATION

PROVISION FOR

TAXATION

PROFIT AFTER TAXATION

PROPOSED DIVIDEND

% OF SHARE-

HOLD-ING^

1 DEN KRISHNA CABLE TV NETWORK LIMITED* 27-12-2007 9,58,550 3,42,80,800 4,76,10,993 1,23,71,643 - 5,23,03,120 28,95,956 -2,10,260 31,06,216 - 74%

2 DEN MAHENDRA SATELLITE PRIVATE LIMITED 27-12-2007 5,55,000 -1,52,410 51,38,932 47,36,342 - 45,22,590 4,15,040 2,40,710 1,74,330 - 60%

3 DEN PAWAN CABLE NETWORK LIMITED* 27-12-2007 6,83,380 -75,06,571 4,17,04,900 4,85,28,091 - 3,24,53,290 -1,04,90,040 -1,71,900 -1,03,18,140 - 63%

4 DEN HARSH MANN CABLE NETWORK LIMITED*

01-03-2008 5,40,500 -1,73,25,555 49,26,227 2,17,11,282 - 77,51,570 -39,07,265 6,55,140 -45,62,405 - 51%

5 DEN CLASSIC CABLE TV SERVICES PRIVATE LIMITED

01-05-2008 5,82,100 -1,46,690 25,80,780 21,45,370 - 1,25,39,050 84,38,930 1,70,990 82,67,940 - 100%

6 DEN BINDRA NETWORK PRIVATE LIMITED 01-07-2008 5,26,290 -15,83,097 18,57,828 29,14,636 - 46,25,591 -12,20,555 -1,54,704 -10,65,850 - 51%

7 DEN ASHU CABLE LIMITED* 22-08-2008 8,76,520 -91,42,515 3,37,11,798 4,19,77,793 - 3,09,44,895 -7,70,388 -7,52,216 -18,172 - 51%

8 "FUTURISTIC MEDIA AND ENTERTAINMENT PRIVATE LIMITED"

09-10-2007 1,16,10,280 59,47,25,680 1,30,76,49,592 70,13,13,632 6,39,75,646 1,22,08,96,670 8,88,22,770 76,83,420 8,11,39,350 - 100%

9 DEN DIGITAL CABLE NETWORK PRIVATE LIMITED

01-05-2008 5,91,000 1,32,87,220 5,80,77,611 4,41,99,391 - 6,98,59,970 -12,41,347 37,47,166 -49,88,513 - 88.6%

10 DEN SAYA CHANNEL NETWORK LIMITED* 30-06-2008 25,00,000 1,08,57,253 9,53,96,670 8,20,39,417 - 10,62,44,909 69,31,743 27,43,153 41,88,590 - 51%

11 DEN FACTION COMMUNICATION SYSTEM PRIVATE LIMITED

01-10-2008 5,77,500 -3,10,25,613 24,81,800 3,29,29,913 - 82,83,876 64,08,005 3,09,450 60,98,555 - 100%

12 RADIANT SATELLITE (INDIA) PRIVATE LIMITED 02-04-2008 15,00,000 -3,69,26,180 1,83,52,380 5,37,78,560 - 1,40,64,370 1,25,35,560 56,63,840 68,71,720 - 51%

13 DEN RADIANT SATELITE CABLE NETWORK PRIVATE LIMITED

02-04-2008 5,40,600 22,28,636 30,13,200 2,43,964 - 2,25,320 -1,57,350 - -1,57,350 - 100%

14 MEERUT CABLE NETWORK PRIVATE LIMITED 01-12-2007 10,00,000 -97,79,915 2,10,24,022 2,98,03,937 - 1,35,47,590 -3,43,86,475 6,73,970 -3,50,60,445 - 51%

15 DEN CRYSTAL VISION NETWORK LIMITED* 27-12-2007 5,71,500 -22,35,977 12,03,150 28,67,627 - 54,25,083 12,62,162 7,31,128 5,31,034 - 100%

16 DEN MOD MAX CABLE NETWORK PRIVATE LIMITED

27-12-2007 5,15,650 -50,29,802 1,05,22,505 1,50,36,657 - 60,85,807 -35,64,349 -6,91,690 -28,72,660 - 51%

17 DEN BCN SUNCITY NETWORK LIMITED* 27-12-2007 5,36,700 29,10,578 1,39,81,061 1,05,33,783 - 87,57,770 -13,70,489 -2,67,585 -11,02,904 - 51%

18 DEN PRADEEP CABLE NETWORK PRIVATE LIMITED

01-02-2008 25,72,500 -59,74,080 15,84,200 49,85,780 - 55,55,010 53,43,690 1,02,000 52,41,690 - 100%

19 DEN PRINCE NETWORK LIMITED* 01-02-2008 5,36,960 -34,67,130 5,34,550 34,64,720 - 65,02,740 63,77,040 - 63,77,040 - 100%

20 DEN JAI AMBEY VISION CABLE PRIVATE LIMITED

05-04-2008 5,02,400 -34,26,650 22,61,550 51,85,800 - 20,41,090 19,65,860 1,33,350 18,32,510 - 100%

21 DEN VARUN CABLE NETWORK LIMITED* 07-01-2008 12,82,670 -3,04,658 12,97,596 3,19,584 - 9,56,295 1,52,978 1,03,700 49,278 - 51%

22 DEN AMAN ENTERTAINMENT PRIVATE LIMITED 01-10-2008 5,98,600 34,20,785 45,39,330 5,19,945 - - -58,31,610 3,55,280 -61,86,890 - 100%

23 DEN SATELLITE CABLE TV NETWORK PRIVATE LIMITED

01-04-2008 6,13,050 -2,42,30,141 23,54,351 2,59,71,442 - - -72,863 1,29,762 -2,02,625 - 51%

24 DEN F K CABLE TV NETWORK PRIVATE LIMITED 01-05-2008 11,40,110 9,59,08,533 17,67,89,668 7,97,41,025 - 12,82,18,004 -45,66,176 36,52,449 -82,18,625 - 51%

25 DEN BUDAUN CABLE NETWORK PRIVATE LIMITED

01-10-2008 7,27,700 1,07,011 11,27,240 2,92,529 - 6,03,211 5,33,622 38,800 4,94,822 - 51%

26 DEN AMBEY CABLE NETWORKS PRIVATE LIMITED

01-08-2008 7,51,450 57,99,06,025 1,02,13,63,320 44,07,05,844 - 1,02,69,95,340 -1,17,54,014 1,09,88,790 -2,27,42,804 - 61%

27 DEN KASHI CABLE NETWORK LIMITED* 01-03-2008 5,00,000 -2,41,59,929 1,69,30,395 4,05,90,324 39,00,000 86,10,950 63,16,700 4,94,410 58,22,290 - 51%

28 DEN ENJOY CABLE NETWORKS PRIVATE LIMITED

02-04-2008 1,74,50,020 58,94,68,925 94,10,66,274 33,41,47,329 1,00,08,800 64,64,82,020 34,62,890 1,29,93,330 -95,30,440 - 51%

29 DEN PRAYAG CABLE NETWORKS LIMITED* 01-02-2008 5,00,000 86,72,347 1,76,73,100 85,00,753 - 1,32,34,780 1,30,09,980 12,490 1,29,97,490 - 100%

30 DEN MAA SHARDA VISION CABLE NETWORKS LIMITED*

01-04-2008 7,58,330 79,30,227 2,06,33,979 1,19,45,422 - 90,46,840 -31,40,350 -2,85,510 -28,54,840 - 51%

31 DEN FATEH MARKETING PRIVATE LIMITED 09-04-2008 5,00,000 -3,89,14,970 1,17,08,750 5,01,23,720 - 17,51,820 -6,25,070 - -6,25,070 - 51%

32 DEN ENJOY NAVARATAN NETWORK PRIVATE LIMITED

02-04-2008 6,08,200 11,34,00,620 21,07,99,014 9,67,90,194 - 13,06,58,780 1,12,94,300 38,32,700 74,61,600 - 51%

33 SHREE SIDHIVINAYAK CABLE NETWORK PRIVATE LIMITED

01-12-2007 5,00,000 -66,81,063 31,76,310 93,57,373 - 1,26,84,830 1,03,14,507 9,09,970 94,04,537 - 100%

34 DEN PATEL ENTERTAINMENT NETWORK PRIVATE LIMITED

01-02-2008 9,00,000 -4,63,463 50,60,076 46,23,539 - 2,64,43,540 57,62,860 10,15,370 47,47,490 - 51%

35 MAHADEV DEN CABLE NETWORK PRIVATE LIMITED

01-02-2008 9,00,000 -2,18,72,400 28,080 2,10,00,480 - 12,71,950 3,78,619 -16,230 3,94,849 - 51%

36 DEN MCN CABLE NETWORK LIMITED* 08-04-2008 10,99,200 -2,27,41,089 29,67,309 2,46,09,198 - 2,14,06,580 1,53,99,140 -13,33,291 1,67,32,431 - 100%

37 VICTOR CABLE TV NETWORK PRIVATE LIMITED 13-07-2011 59,01,960 -62,63,007 12,22,143 15,83,190 - 2,11,16,663 2,06,31,235 14,238 2,06,16,997 - 100%

38 DEN-MANORANJAN SATELLITE PRIVATE LIMITED

01-03-2008 7,00,000 5,22,66,869 24,21,95,619 18,92,28,750 - 22,44,81,761 -1,75,07,309 3,17,61,714 -4,92,69,023 - 51%

39 DEN NASHIK CITY CABLE NETWORK PRIVATE LIMITED

26-06-2008 5,00,000 -1,31,52,231 2,14,75,033 3,41,27,263 - 12,971 -1,72,197 - -1,72,197 - 51%

(INR in Rs.)


40 DEN SUPREME SATELLITE VISION PRIVATE LIMITED

30-05-2008 5,97,090 86,88,216 2,18,80,574 1,25,95,268 - 1,74,85,971 -79,10,096 2,95,656 -82,05,752 - 51%

41 DEN MALAYALAM TELENET PRIVATE LIMITED 22-08-2008 1,19,26,810 -2,89,06,230 1,15,27,093 2,85,06,513 - 50,95,860 -75,08,120 -4,87,540 -70,20,580 - 51%

42 DEN MALABAR CABLE VISION PRIVATE LIMITED

30-04-2009 6,00,630 -12,53,260 29,23,320 35,75,950 - 68,26,030 57,95,970 7,65,000 50,30,970 - 51%

43 DEN ELGEE CABLE VISION PRIVATE LIMITED 10-06-2009 11,22,580 -16,07,330 29,30,910 34,15,660 - 72,12,410 -45,08,270 11,89,550 -56,97,820 - 100%

44 DEN RAJKOT CITY COMMUNICATION PRIVATE LIMITED

10-04-2009 1,13,060 -4,34,92,413 10,58,96,408 14,92,75,761 - 21,92,84,340 -5,20,21,020 46,33,430 -5,66,54,450 - 51%

45 FORTUNE (BARODA) NETWORK PRIVATE LIMITED

01-09-2008 10,00,000 -99,71,330 55,68,386 1,45,39,716 - 1,86,09,130 -10,26,850 -1,12,860 -9,13,990 - 51%

46 GALAXY DEN MEDIA & ENTERTAINMENT PRIVATE LIMITED

15-07-2009 5,00,000 -99,40,290 71,00,802 1,65,41,092 - - -2,98,773 4,00,809 -6,99,582 - 51%

47 BALI DEN CABLE NETWORK LIMITED* 01-09-2009 5,34,900 -17,41,302 77,44,384 89,50,786 - 72,50,691 -57,35,391 -8,78,253 -48,57,138 - 51%

48 MAHAVIR DEN ENTERTAINMENT PRIVATE LIMITED

01-09-2009 21,35,760 6,85,25,861 13,10,07,233 6,03,45,612 - 12,63,99,150 1,78,61,640 60,84,610 1,17,77,030 - 51%

49 DEN CITI CHANNEL PRIVATE LIMITED 16-09-2009 6,45,900 11,56,900 69,16,930 51,14,130 - 1,15,91,880 98,62,800 1,29,410 97,33,390 - 100%

50 AMOGH BROAD BAND SERVICES PRIVATE LIMITED

02-07-2008 50,000 -31,25,700 32,96,685 63,72,385 - 24,47,520 -27,52,710 4,040 -27,56,750 - 100%

51 KISHNA DEN CABLE NETWORKS PRIVATE LIMITED

01-11-2009 5,73,070 -61,52,731 16,66,520 72,46,181 - - -66,320 - -66,320 - 51%

52 FAB DEN NETWORK LIMITED* 01-01-2010 21,35,810 48,41,026 3,07,17,884 2,37,41,048 - 4,18,42,390 -24,45,230 -5,44,450 -19,00,780 - 51%

53 UNITED CABLE NETWORK (DIGITAL) LIMITED* 01-04-2010 5,00,000 -17,11,518 44,205 12,55,723 - 32,03,833 14,83,482 4,77,894 10,05,588 - 100%

54 CAB-I-NET COMMUNICATIONS PRIVATE LIMITED

15-05-2010 2,00,00,000 -3,73,03,000 2,13,01,100 3,86,04,100 - 2,86,34,250 -1,54,84,950 2,50,940 -1,57,35,890 - 51%

55 DIVYA DRISHTI DEN CABLE NETWORK PRIVATE LIMITED

01-04-2010 7,40,250 -13,31,688 19,64,305 25,55,743 - - -69,270 - -69,270 - 100%

56 DEN SAHYOG CABLE NETWORK LIMITED* 01-07-2010 5,00,000 -9,67,314 72,110 5,39,424 - 1,59,35,700 90,50,386 1,71,870 88,78,516 - 100%

57 DEN SARIGA COMMUNICATIONS PRIVATE LIMITED

15-05-2010 9,59,550 -14,64,960 8,19,470 13,24,880 - 34,37,730 32,07,910 - 32,07,910 - 100%

58 VBS DIGITAL DISTRIBUTION NETWORK PRIVATE LIMITED

05-01-2018 9,89,180 1,59,93,584 7,38,26,637 5,68,43,874 - 7,83,57,480 1,13,91,380 34,62,250 79,29,130 - 51%

59 DEN KATTAKADA TELECASTING AND CABLE SERVICES LIMITED*

23-09-2010 9,95,580 -31,06,800 1,28,520 22,39,740 - 2,28,95,020 2,22,87,980 - 2,22,87,980 - 100%

60 DEN A.F. COMMUNICATION PRIVATE LIMITED 01-12-2010 9,59,430 -15,38,747 2,38,720 8,18,037 - 40,71,606 15,09,123 -55,698 15,64,821 - 100%

61 BIG DEN ENTERTAINMENT PRIVATE LIMITED 01-02-2011 6,00,390 46,04,609 53,58,979 1,53,980 - - -91,721 - -91,721 - 100%

62 SREE GOKULAM STARNET COMMUNICATION PRIVATE LIMITED

24-01-2011 1,00,000 -1,71,60,290 5,000 1,70,65,290 - 32,290 -7,00,460 - -7,00,460 - 100%

63 FUN CABLE NETWORK PRIVATE LIMITED 01-04-2014 5,00,000 -86,64,787 2,64,950 84,29,736 - 55,92,363 55,36,489 57,433 54,79,056 - 100%

64 DEN STEEL CITY CABLE NETWORK PRIVATE LIMITED

01-07-2011 6,01,600 -26,13,068 25,31,754 45,43,222 - 66,02,315 64,44,296 - 64,44,296 - 100%

65 SANMATI DEN CABLE TV NETWORK PRIVATE LIMITED

25-08-2011 5,52,400 -1,05,24,317 4,14,155 1,03,86,072 - - -2,27,193 - -2,27,193 - 100%

66 CRYSTAL VISION MEDIA PRIVATE LIMITED 01-12-2010 5,00,000 2,16,45,881 7,11,98,214 4,90,52,332 - 8,25,18,100 -1,37,26,490 -16,92,580 -1,20,33,910 - 51%

67 MULTI CHANNEL CABLE NETWORK PRIVATE LIMITED

01-09-2011 5,55,560 -35,03,857 10,35,704 39,84,001 - 2,02,83,367 1,99,93,841 - 1,99,93,841 - 100%

68 DRASHTI CABLE NETWORK PRIVATE LIMITED 01-04-2008 5,35,700 -1,65,01,790 19,26,500 1,78,92,590 - 15,63,170 -6,23,573 50,794 -6,74,367 - 82.9%

69 GEMINI CABLE NETWORK PRIVATE LIMITED 26-07-2011 10,00,000 -7,76,30,494 3,74,44,549 11,40,75,043 - 2,85,42,730 -83,84,920 12,35,490 -96,20,410 - 51%

70 DEN ENJOY SBNM CABLE NETWORK PRIVATE LIMITED

05-07-2012 13,50,000 -23,17,410 34,49,850 44,17,260 - - -59,712 - -59,712 - 51%

71 AMBIKA DEN CABLE NETWORK PRIVATE LIMITED

01-07-2011 6,42,860 -1,32,690 7,85,280 2,75,110 - 1,620 -1,18,190 -570 -1,17,620 - 100%

72 MULTI STAR CABLE NETWORK LIMITED* 01-10-2011 6,70,000 -6,48,180 56,830 35,010 - 80,47,240 51,13,260 26,580 50,86,680 - 100%

73 DEN VM MAGIC ENTERTAINMENT LIMITED* 01-10-2011 5,00,000 18,10,231 23,32,041 21,810 - 32,98,790 32,46,270 - 32,46,270 - 100%

74 ANTIQUE COMMUNICATIONS PRIVATE LIMITED 05-12-2011 5,71,500 -18,50,115 2,26,424 15,05,039 - 27,03,797 18,53,183 - 18,53,183 - 100%

75 BHADOHI DEN ENTERTAINMENT PRIVATE LIMITED

05-12-2011 6,71,110 -3,78,345 23,42,340 20,49,575 - - -55,670 - -55,670 - 51%

76 SANMATI ENTERTAINMENT PRIVATE LIMITED 26-12-2011 6,02,390 -25,92,840 6,55,670 26,46,120 - 33,71,930 32,99,520 - 32,99,520 - 100%

77 DISK CABLE NETWORK PRIVATE LIMITED 06-01-2012 16,57,910 62,73,880 81,20,050 1,88,260 80,00,000 - -57,380 - -57,380 - 51%

78 SILVERLINE TELEVISION NETWORK LIMITED* 29-03-2012 7,50,000 11,99,998 1,44,95,712 1,25,45,714 - 81,363 -69,01,156 7,234 -69,08,390 - 51%

79 EMINENT CABLE NETWORK PRIVATE LIMITED 21-06-2012 11,04,630 23,26,65,556 41,75,07,340 18,37,37,154 73,78,780 34,74,33,430 4,49,95,472 1,65,56,480 2,84,38,992 - 56%

80 TRIDENT ENTERTAINMENT PRIVATE LIMITED 04-09-2012 5,00,000 -50,01,920 8,75,795 53,77,715 - 72,84,704 71,27,620 1,70,933 69,56,687 - 100%

81 ROSE ENTERTAINMENT PRIVATE LIMITED 19-10-2012 77,50,000 -4,52,410 1,70,09,555 97,11,965 - 1,18,84,200 -30,74,180 -2,85,740 -27,88,440 - 51%

82 BLOSSOM ENTERTAINMENT PRIVATE LIMITED 01-11-2012 5,00,000 -23,76,606 3,43,237 22,19,842 - 10,64,722 8,91,225 - 8,91,225 - 100%

83 EKTA ENTERTAINMENT NETWORK PRIVATE LIMITED

15-06-2012 11,95,750 1,71,35,849 3,81,40,674 1,98,09,075 - 5,24,10,670 1,51,930 14,01,050 -12,49,120 - 51%

84 DEVINE CABLE NETWORK PRIVATE LIMITED 05-09-2012 5,33,130 -11,41,787 64,852 6,73,509 - 2,02,432 73,086 - 73,086 - 100%

S.No. NAME OF THE SUBSIDIARY DATE SINCE WHEN

SUBSIDIARY WAS

ACQUIRED

SHARE CAPITAL

RESERVE & SURPLUS

TOTALASSETS

TOTAL LIABILITIES

INVEST-MENTS


TAXATION

PROVISION FOR

TAXATION


PROPOSED DIVIDEND

% OF SHARE-

HOLD-ING^


85 NECTAR ENTERTAINMENT PRIVATE LIMITED 04-09-2012 5,94,350 -26,48,714 42,622 20,96,986 - 52,24,042 51,29,822 - 51,29,822 - 100%

86 DEN STN TELEVISION NETWORK PRIVATE LIMITED

01-08-2012 18,00,000 15,89,675 34,36,205 46,530 - 81,48,520 80,82,180 - 80,82,180 - 51%

87 MULTITRACK CABLE NETWORK PRIVATE LIMITED

01-11-2012 27,95,000 -21,82,020 19,22,500 13,09,520 - 20,75,310 19,79,200 2,09,830 17,69,370 - 51%

88 GLIMPSE COMMUNICATIONS PRIVATE LIMITED 16-11-2012 1,00,000 -21,03,794 6,44,873 26,48,667 - - -94,653 - -94,653 - 100%

89 INDRADHANUSH CABLE NETWORK PRIVATE LIMITED

22-12-2012 5,00,000 -72,27,964 1,54,509 68,82,473 - 1,00,55,977 99,45,951 - 99,45,951 - 100%

90 ADHUNIK CABLE NETWORK LIMITED* 16-11-2012 5,00,000 -24,86,669 40,866 20,27,535 - 28,94,415 27,81,417 - 27,81,417 - 100%

91 LIBRA CABLE NETWORK LIMITED* 01-02-2013 29,36,760 3,39,12,542 8,17,74,398 4,49,25,096 - 7,53,46,347 -1,70,47,806 -18,08,019 -1,52,39,787 - 51%

92 SRISHTI DEN NETWORKS LIMITED* 16-05-2012 5,00,000 -1,75,65,678 5,58,32,100 7,28,97,778 - 5,26,34,270 -52,94,840 5,650 -53,00,490 - 51%

93 MAITRI CABLE NETWORK PRIVATE LIMITED 01-01-2014 9,00,000 -3,91,766 14,05,937 8,97,703 - 31,98,564 31,28,266 - 31,28,266 - 51%

94 MOUNTAIN CABLE NETWORK LIMITED* 17-10-2013 10,00,000 -4,06,286 8,19,864 2,26,150 - 34,90,180 34,19,730 - 34,19,730 - 100%

95 MANSION CABLE NETWORK PRIVATE LIMITED 03-04-2013 5,14,47,900 11,69,53,028 39,80,41,687 22,96,40,759 - 41,44,17,235 2,74,75,016 1,08,45,250 1,66,29,766 - 66%

96 DEN DISCOVERY DIGITAL NETWORKS PRIVATE LIMITED

01-04-2013 3,66,420 37,98,795 16,47,97,753 16,06,32,538 - 19,63,28,932 -42,03,682 1,07,30,479 -1,49,34,161 - 51%

97 JHANKAR CABLE NETWORK PRIVATE LIMITED 17-07-2013 25,00,000 -82,32,916 14,96,277 72,29,193 - 57,26,662 56,88,830 - 56,88,830 - 100%

98 DEN PREMIUM MULTILINK CABLE NETWORK PRIVATE LIMITED

01-07-2013 1,00,000 -64,81,094 22,41,69,803 23,05,50,897 25,000 32,61,51,216 -3,99,04,871 -22,46,729 -3,76,58,143 - 51%

99 ANGEL CABLE NETWORK PRIVATE LIMITED 17-10-2013 10,00,000 9,90,236 51,34,660 31,44,424 - - -64,250 - -64,250 - 100%

100 DESIRE CABLE NETWORK LIMITED* 01-02-2014 14,25,000 -14,41,790 53,364 70,154 - 42,73,400 42,07,320 30,140 41,77,180 - 100%

101 MARBLE CABLE NETWORK PRIVATE LIMITED 01-02-2014 19,29,610 -43,57,134 2,13,149 26,40,673 - 7,37,696 6,77,619 - 6,77,619 - 100%

102 AUGMENT CABLE NETWORK PRIVATE LIMITED 01-02-2014 10,00,000 -13,86,779 3,38,850 7,25,629 - - -69,192 - -69,192 - 100%

103 ABC CABLE NETWORK PRIVATE LIMITED 01-01-2014 11,04,470 -27,58,260 18,89,930 35,43,720 - - -1,10,090 - -1,10,090 - 100%

104 DEN BROADBAND PRIVATE LIMITED 25-04-2013 5,37,15,550 30,39,00,000 80,73,40,000 44,97,29,300 - 70,91,20,000 -20,31,30,000 - -20,31,30,000 - 100%

105 DEN ADN NETWORK PRIVATE LIMITED 27-07-2012 3,80,00,000 3,20,07,804 33,25,71,581 26,25,63,777 - 21,98,33,970 -1,80,44,989 -15,95,019 -1,64,49,970 - 51%

106 CCN DEN NETWORK PRIVATE LIMITED 27-07-2012 4,00,00,000 -25,80,52,478 64,54,33,607 86,34,86,085 28,66,33,423 -7,10,77,950 -7,10,77,950 - 51%

* The status of the Company has been changed from Private Limited company to Public Limited company, accordingly, the word “Private” has been removed from its name.

^ Representing aggregate % of voting power held by the Company and/or its subsidiaries.

The above statement also indicates performance and financial position of each of the subsidiaries.

Name of the subsidiary which is yet to commence operations - NIL

Part “B”: ASSOCIATES AND JOINT VENTURES“Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures”

S.No. Name of Associates/Joint Ventures “Date on which the Associate or Joint Venture was associated or acquired”

Latest Audited Balance Sheet Date

Shares of Associate or Joint Ventures heldby the company on the year end

Description of how there is significant influence

“ Networth attributable to shareholding as per latest audited Balance Sheet “

“ Profit/Loss for the year “ Reason why the associate/joint venture is not consolidated No. Amount of

Investment in Associates or Joint Venture

% of Share-holding* Considered in

Consolidation Not Considered in Consolidation

1 DEN SATELLITE NETWORK PRIVATE LIMITED 31-12-2009 31-03-2020 50,295 46,15,81,920 50% Due to percentage(%) of voting power

34,38,45,905 72,32,405 - -

* Representing aggregate % of voting power held by the Company.

The above statement also indicates performance and financial position of each of the associates/ joint ventures.

Note: DEN SATELLITE NETWORK PRIVATE LIMITED has shareholding in the following companies:

S. No. Name of Company

1 DEN NEW BROAD COMMUNICATION PRIVATE LIMITED2 KONARK IP DOSSIERS PRIVATE LIMITED

3 DEN ABC CABLE NETWORKS AMBARNATH PRIVATE LIMITED

S.No. NAME OF THE SUBSIDIARY DATE SINCE WHEN

SUBSIDIARY WAS

ACQUIRED

SHARE CAPITAL

RESERVE & SURPLUS

TOTALASSETS

TOTAL LIABILITIES

INVEST-MENTS


TAXATION

PROVISION FOR

TAXATION


PROPOSED DIVIDEND

% OF SHARE-

HOLD-ING^


Annexure CForm No. MR-3

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014]

SECRETARIAL AUDIT REPORTFOR THE FINANCIAL YEAR ENDED ON MARCH 31, 2020

To,

The Members,Den Networks Limited236, Okhla Industrial Area, Phase-III, New Delhi-110020

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Den Networks Limited (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on March 31, 2020 (‘Audit Period’) complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2020 according to the provisions of:

i. The Companies Act, 2013, the Companies Act, 1956 (the Act) and the rules made thereunder;

ii. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

iv. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act”):-

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (including erstwhile regulation);

d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;

e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (Not Applicable to the Company during the Audit Period)

f ) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client to the extent of securities issued;

g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; (Not Applicable to the Company during the Audit Period);

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; (Not Applicable to the Company during the Audit Period) and

i) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

We have also examined compliance with the applicable clauses of the following:

i. Secretarial Standards issued by The Institute of Company Secretaries of India; and

ii. The Listing Agreements entered into by the Company with the Stock Exchanges.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.


We further report that, having regard to the compliance system prevailing in the Company and on examination of the relevant documents and records in pursuance thereof on test-check basis, the Company has complied with the following law applicable specifically to the Company:-

a. Cable Television Network (Regulation) Act, 1995 and rules framed thereunder.

We further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, except where consent of Directors was received for scheduling meeting at a shorter notice, agenda and detailed notes on agenda were sent at least seven days in advance.A system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. All decisions at Board Meeting and Committee Meetings are carried out unanimously as recorded in the minutes of the meetings of the Board of Directors or Committees of the Board, as the case may be.

There are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period:-

a. the Board of Directors of the Company at their meeting held on February 17, 2020 had approved Composite Scheme of Amalgamation and Arrangement between the DEN Networks Limited (“Company”), Network18 Media & Investments Limited, Hathway Cable & Datacom Limited, TV18 Broadcast Limited, Media18 Distribution Services Limited, Web18 Digital Services Limited and Digital18 Media Limited and their respective shareholders and creditors (“Scheme”). The Appointed date for the Scheme is February 01, 2020, while effectiveness of the Scheme is inter alia conditional upon and subject to requisite approval by the Hon’ble National Company Law Tribunal (NCLT) and other statutory authorities as per the scheme; and

b. the Board of Directors of the Company at their meeting held on February 17, 2020 had approved shifting the registered office of the Company from NCT of Delhi & Haryana to the State of Maharashtra which was subsequently approved by the shareholders through Postal Ballot on March 27, 2020 subject to confirmation by the Central Government/ Regional Director.

Place: New Delhi For NKJ & AssociatesDate: April 21, 2020 Company Secretaries Neelesh Kr. Jain

FCS No. : 5593 C P No. : 5233

UDIN:F005593B000219752


DEN Networks Limited (DEN) is one of India’s largest Multi System Operator providing cable services with presence in 13 States.

Our bouquet of products is designed to deliver value to customers and other stakeholders across the Cable business, which continued to post exciting growth and expansion to notch many more milestones of success during Financial Year 2019 -20.

It is our aim to provide the best service and experience to our customers through cable services offerings. In doing so, we also aim to be an organization that is conscious of our environmental and social impact. The Company is well positioned to benefit from the robust growth of the Media and Entertainment Industry through its unique presence in cable sector.

SECTION A: GENERAL INFORMATION ABOUT THE COMPANY

1. Corporate Identity Number (CIN) of the Company : L92490DL2007PLC165673

2. Name of the Company : Den Networks Limited

3. Registered address : 236, Okhla Industrial Area, Phase III, New Delhi - 110020

4. Website : www.dennetworks.com

5. E-mail id : [email protected]

6. Financial Year reported : 2019-2020

7. Sector(s) that the Company is engaged in (industrial activity code-wise): Distribution of Cable services-NIC Code of the Product /service (As per 2008) - 602

8. List three key products/services that the Company manufactures/provides (as in balance sheet): The Company primarily earns revenue from distribution of Cable Services.

9. Total number of locations where business activity is undertaken by the Company: The Company is offering distribution of Cable services in 13 key states across India.

10. Markets served by the Company – Local/State/National/International: The Company has a strong presence in 13 key States across India. It is not present in any International market.

SECTION B: FINANCIAL DETAILS OF THE COMPANY

1 Paid-up Capital (INR) 477.22 crore

2 Total Turnover (INR) 1195.48 crore

3 Total profit after taxes (INR) 86.30 crore

4 Total Spending on Corporate Social Responsibility (CSR) as percentage of profit after tax (%)

NIL[1]

5 List of activities in which expenditure in 4 above has been incurred Not Applicable

SECTION C: OTHER DETAILS

1. Does the Company have any Subsidiary Company/Companies?

Yes, the Company has subsidiaries as defined under section 2 (87) of the Companies Act, 2013.

2. Do the Subsidiary Company/Companies participate in the BR Initiatives of the parent company? If yes, then indicate the number of such subsidiary company(s):

The Company encourages participation of its subsidiary companies in its group wide Business Responsibility (BR) initiatives. As a responsible corporate citizen, the Company promotes sustainable and inclusive development.

3. Do any other entity/entities (e.g. suppliers, distributors etc.) that the Company does business with, participate in the BR initiatives of the Company? If yes, then indicate the percentage of such entity/entities? [Less than 30%, 30-60%, More than 60%]:

The Company complies with the provisions of BR independently which does not include BR initiatives of any third-party entity/entities like supplier, distributors, agencies, etc. As the Company matures in this sphere, it will also encourage its supply chain partners to partake in such activities.

[1] Owing to losses in the relevant years, the Company was not required to spend money on CSR as per the provisions of the Companies Act, 2013.

BUSINESS RESPONSIBILITY REPORTINTRODUCTION


SECTION D: BR INFORMATION

1. Details of Director/Directors responsible for BR:

a) Details of the Director/Directors responsible for implementation of the BR policy/policies:

The Corporate Social Responsibility Committee (“CSR Committee”) of the Board of Directors is responsible for implementation of BR policies of the Company. The members of CSR Committee are:

Name DIN Number Designation

Mr. Ajay Chand 02334456 Non Executive Independent Director Chairman

Dr. Archana Niranjan Hingorani 00028037 Non Executive Independent Director Member

Mr. Sameer Manchanda 00015459 Managing Director Member

b) Details of the BR Head:

As mentioned in the table above, the CSR Committee is chaired by Mr. Ajay Chandand his details are given below:

Sr.No.

Particulars Details

1. DIN Number (if applicable) 02334456

2. Name Mr. Ajaya Chand

3. Designation Non-Executive Independent Director

4. Telephone number (022) 40542500

5. E-mail id [email protected]

2. Principle-wise (as per NVGs) BR Policy/policies (Reply in Y/N):

P1 - Businesses should conduct and govern themselves with Ethics, Transparency and Accountability;

P2 - Businesses should provide goods and services that are safe and contribute to sustainability throughout their life cycle;

P3 - Businesses should promote the wellbeing of all employees;

P4 - Businesses should respect the interests of, and be responsive to the needs of all stakeholders, especially those who are disadvantage vulnerable, and marginalized;

P5 - Businesses should respect and promote human rights;

P6 - Businesses should respect, protect, and make efforts to restore the environment;

P7 - Businesses, when engaged in influencing public and regulatory policy, should do so in a responsible manner;

P8 - Businesses should support inclusive growth and equitable development;

P9 - Businesses should engage with and provide value to their customers and consumers in a responsible manner;

a) Details of Compliance (Reply Yes/No):

Particulars P1 P2 P3 P4 P5 P6 P7 P8 P9

Do you have policy/policies for.... Y Y Y Y Y Y Y Y Y

Has the policy being formulated in consultation with the relevant stakeholders?

Y Y Y Y Y Y Y Y Y

Does the policy conform to any national /international standards? If yes, specify? (50 words)

Y* Y* Y* Y* Y* Y* Y* Y* Y*

Has the policy been approved by the Board? Is yes, has it been signed by MD/owner/CEO/appropriate Board Director?

Y Y Y Y Y Y Y Y Y

Does the company have a specified committee of the Board/ Director/Official to oversee the implementation of the policy?

Y Y Y Y Y Y Y Y Y

Indicate the link for the policy to be viewed online? Y+ Y+ Y+ Y+ Y+ Y+ Y+ Y+ Y+

Has the policy been formally communicated to all relevant internal and external stakeholders?

Y Y Y Y Y Y Y Y Y


Does the company have in-house structure to implement the policy/policies

Y Y Y Y Y Y Y Y Y

Does the Company have a grievance redressal mechanism related to the policy/policies to address stakeholders’ grievances related to the policy/policies?

Y Y Y Y Y Y Y Y Y

Has the company carried out independent audit/evalua-tion of the working of this policy by an internal or external agency?

Y** Y** Y** Y** Y** Y** Y** Y** Y**

(*) – The policies have been developed on the lines of the ‘National Voluntary Guidelines on Social, Environmental, and Economic responsibilities of businesses’ established by the Ministry of Corporate Affairs, Government of India in 2011.

(+) – All the policies are available internally. For more details, please contact at [email protected]

(**) - The policies are currently evaluated internally and would be subjected to external audits as applicable.

b) If answer to Sr. No. 1 against any principle, is ‘No’, please explain why: (Tick up to 2 options):

Sr. No.

Particulars P1 P2 P3 P4 P5 P6 P7 P8 P9

1 The company has not understood the Principles

NOT APPLICABLE

2 The company is not at a stage where it finds itself in a position to formulate and implement the policies on specified principles

3 The company does not have financial or manpower resources available for the task

4 It is planned to be done within next 6 months

5 It is planned to be done within the next 1 year

6 Any other reason (please specify)

3. Governance related to BR:

a) Indicate the frequency with which the Board of Directors, Committee of the Board or CEO meet to assess the BR performance of the Company. Within 3 months, 3-6 months, Annually, More than 1 year.

The CEO meet to assess the Company’s BR performance on annual basis.

b) Does the Company publish a BR or a Sustainability Report? What is the hyperlink for viewing this report? How frequently it is published?

The Company publishes a BR Report which is displayed annually on the website of the Company i.e. www.dennetworks.com and the link of the same is provided in the Annual Report.

SECTION E: PRINCIPLE-WISE PERFORMANCE

Principle 1 : Businesses should conduct and govern themselves with Ethics, Transparency and Accountability

The Company has always believed in doing business ethically and in a transparent manner, which is anchored on the values of trusteeship, transparency, ethical corporate citizenship, empowerment, control and accountability. The Company follows a Code of Conduct with an underlying belief of conducting business in an ethical manner. Our philosophy is to conduct business with high ethical standards and professionalism in our dealings with all the stakeholders that include employees, customers, suppliers and the government.The Directors and senior management personnel are required to reaffirm their compliance to the code, acknowledge and execute an understanding of the Code of Conduct on an annual basis.

The Compliance Officer of the Company is available to answer questions/queries and provide assistance to the Directors and senior management personnel in complying with the Code of Conduct of the Company.

1. Does the policy relating to ethics, bribery and corruption cover only the company? Yes/No. Does it extend to the Group/Joint Ventures/Suppliers/Contractors/NGOs/Others?

The Code of Conduct of the Company provides guidelines on ethics, bribery and corruption. It is binding on all employees, Directors and senior management personnel. The code covers various aspects of responsible behavior.

Our Code of Conduct for Business Associates, which include suppliers, vendors and joint ventures, provides similar guidance for our external business partners.


2. How many stakeholder complaints have been received in the past financial year and what percentage was satisfactorily resolved by the management? If so, provide details thereof, in about 50 words or so.

The Company has a thorough internal and external redressal mechanism as it has a significant bearing on the stakeholders and the organization.

The Stakeholder’s Relationship Committee comprising of Mr. Ajaya Chand, Dr. Archana Niranjan Hingorani and Mr. Sameer Manchanda diligently considers and resolves the grievances of security holders of the Company related to transfer of shares etc.The Company has provided exclusive email id to its Shareholders to write their grievances to [email protected]. During the year, the Stakeholder’s Relationship Committee received five complaints and the same were resolved satisfactorily.

The Company, through its formulated Whistle Blower Policy, regulates the redressal mechanism for employees.

Principle 2 : Businesses should provide goods and services that are safe and contribute to sustainability throughout their life cycle

Our Distribution of Cable services to the masses allows us to create positive impacton the society.The services we offer are secure and continual to the end users. Through our innovative approach, we have launched several technology initiatives that are in line with the Digital India initiative of the Government of India and the services provided contribute to sustainability throughout their life cycle. Moreover, the Company ensures to implement compliance with relevant laws on ethical competition, non-discriminatory policies and practices at work, prohibition of child labour, safe working conditions and accuracy of Company records, among others.

1. List upto 3 products or services whose design has incorporated social or environmental concerns, risks, and/or opportunities.

The Company meticulously follows the applicable regulations/guidelines issued from time to time by Department of Telecommunication, Ministry of Information and Broadcasting (MIB), Telecom Regulatory Authority of India (TRAI) in rendering its services.

We have continued to strengthen our portfolio through new collaborations. We have also reinforced our backend system with the latest hardware and software to enhance our technical abilities and serve our customers to their fullest satisfaction. Our efforts to bring various content providers within the ambit of our DAS license also promises to open new avenues for growth.

We have designed and developed special user/customer education program and separate uploads that take care of social and environmental concerns and possible risks and opportunities, cost saving due to use of new, updated technology and higher speed.

2. For each product, provide the following details in respect of resources (energy, water, raw material etc.) per unit of product.

Considering the nature of business, the Company, which is service oriented, is not subject to consumption of utilities at a large scale and hence the details on resource usage are not applicable.

3. Does the company have procedures in place for sustainable sourcing (including transportation)? If yes, what percentage of your input was sourced sustainably?

Digital connectivity is becoming integral to economic and social development. Over the years, the Company through distribution of cable services has served as a catalyst to bridge the digital divide. Its robust network and far reaching distribution have helped in strengthening the entire process. Besides, the Company is constantly expanding its bouquet of services and enhancing its communication technologies to make positive impact on the communities it works with. Further, the Company has been seeking vendor commitments to good sustainability practices before registering them on board.

The Company also maintains healthy relationship with its content providers, vendors and other suppliers. We also confirm safe working conditions, prevention of child labour, business ethics and general house-keeping by the vendor.

4. Has the company taken any steps to procure goods and services from local & small producers, including communities surrounding their place of work?

The Company is engaged in the business of distribution of Cable Services. The Company supports the new entrants in the business as well the regional players by distribution their network services. Towards the encouragement and development of semi-skilled/skilled work force in the country. Additionally, the Company encourages local talent in production of contents for its television channels.

5. Does the company have mechanism to recycle products and waste? If yes, what is the percentage of recycling waste and products?

As a Company, we are aware of the responsible use of finite natural resourcesand hence have a focused approach to manage the waste generated by our operations. The intrinsic aspect of the Company’s environmental commitment towards recycling and environmentally safe disposal of waste is non-negotiable. In this regard, the scrap and waste generated wherever possible is channelized to recycler(s), dismantler(s). Being in service industry, our disposal of waste, recycling product and waste is limited to the distribution equipment we use for providing the distribution of cable services.

The waste generated by us is mainly from our cabling activities. We generate waste in the form of:

• Co-axial cables

• Equipment enclosures

• Electronic waste, etc.


Wherever possible, we recycle or upcycle certain materials like cables and enclosures which can be used in other locations. Further, the Company continues to take initiatives to minimize waste that is generated by its operations. This will ensure end-to-end traceability and recycling of both physical waste and e-waste.

Principle 3 : Businesses should promote the well-being of all employees

The Company considers human resources as the most valuable asset and essential for persistent growth of business and strives to create shared values through inclusive growth, bringing out a measurable change in the lives of its employees and communities. The Company believes that a healthy working environment founded on the principles of empathy and symbiosis can unleash the full potential of the employees. Over the years, the Company has steadily built a culture of empowerment and providing appropriate opportunities to support its employees’ aspirations. The Company aims to create a working environment that is supportive of employees’ personal lives, while meeting the business needs of the Company.

Our workforce

1. Please indicate the Total number of employees.

As on 31st March, 2020, the total number of employees stands at 491.

2. Please indicate the Total number of employees hired on temporary/contractual/casual basis.

As on 31st March, 2020, the total number of employees hired on contractual basis is 422.

3. Please indicate the Number of permanent women employees.

As on 31st March, 2020, the total number of permanent women employees is 25.

4. Please indicate the Number of permanent employees with disabilities.

As on 31st March, 2020, there is no employee with disabilities.

5. Do you have an employee association that is recognized by management?

There is no employee association that is recognized by the management.

6. What percentage of your permanent employees are members of this recognized employee association?

Not applicable

7. Please indicate the Number of complaints relating to child labour, forced labour, involuntary labour, sexual harassment in the last financial year and pending, as on the end of the financial year.

We have effective policies in place like the Prevention of Sexual Harassment Policy which provides awareness to employees on acceptable behavior at the workplace. The policy also provides the detailed procedure for complaining about actions in non-compliance with the policy.

The effectiveness of our policies is indicated by the following table which shows no complaints received in the reporting year.

Sr. No. Category No. of Complaints filed during the financial year

No. of complaints pending as on end of this financial year

1. Child labour/forced labour/involuntary labour Nil Nil

2. Sexual harassment Nil Nil

3. Discriminatory employment Nil Nil

8. What percentage of employees was given safety & skill up-gradation training in the last year?

The Company organizes various training sessions in-house to facilitate upgradation of skill of employees handling relevant functions, basic fire and safety training. These training are generally attended by majority of employees.

Principle 4 : Businesses should respect the interests of, and be responsive to the needs of all stakeholders, especially those who are disadvantaged, vulnerable, and marginalized.

The Company actively engages with stakeholders not only to understand and address their key issues but also engages much beyond its own operations to bring transformational change. Stakeholder engagement and partnership is essential to grow the business of the Company.Depending on the purpose of the engagement, the Company adopts appropriate practice to interact with them. Post engagement, the Company endeavors to close the loop as it is the key to maintain symbiotic relationship with its stakeholders.

1. Has the company mapped its internal and external stakeholders?

Ourstakeholders play a very important role in our business performance and our business activities are based on creating value for our stakeholders. Following are some of the stakeholders identified by us.


Internal External

Employees Contractors and vendors

Shareholders Broadcasters

Content providers

LCOs

Financial institution, Banks

Regulatory bodies and policy makers

Communities

Customers

2. Has the company identified the disadvantaged, vulnerable and marginalized stakeholders?

The Company has identified the disadvantaged, vulnerable and marginalized stakeholders andmaking reasonable steps to resolve differences in just, fair and equitable manner.

3. Are there any special initiatives taken by the company to engage with the disadvantaged, vulnerable and marginalized stakeholders? If so, provide details thereof, in about 50 words or so.

The Company works with all the stakeholders through a consultative process whereby the concerned issues of the various stakeholders, if any, are addressed.

Principle 5 : Businesses should respect and promote human rights

The Company has the Equal Employment Opportunity Policy applicable to its employees. The policy and its implementation are directed towards adherence to applicable laws and to uphold the spirit of human rights. The Company issensitive towards the rights of individuals who are directly or indirectly associated with the Company. The Company provides them a work environment which is free of harassment and discrimination. The Company complies with all applicable local, state and national laws regarding human rights and worker’s right wherever it does business.

The Company’s policy on Prevention of Sexual Harassment prohibits harassment or offensive conduct of any form in the work place, whether committed by employees/non-employees/consultants/contract labour/outsourced parties or employees of any third party appointed by the organization. The Company also provided grievances redressal system with a view to provide an effective means for employees to raise their concerns.

1. Does the policy of the company on human rights cover only the company or extend to the Group/Joint Ventures/Suppliers/Contractors/NGOs/Others?

The Company believes that an organization rests on a foundation of business ethics and valuing of human rights. At Den, we adhere to all statutes which embodies the principle of human rights such as prevention of child labour, women empowerment etc. DEN promotes awareness of importance of human rights within its value chain and discourage instances of any abuse. Such policy is extending to all the major subsidiaries companies of DEN and other stakeholders.

2. How many stakeholder complaints have been received in the past financial year and what percent was satisfactorily resolved by the management?

There were no complaints reported on violation of any Human rights during the financial year 2019-20.

Principle 6 : Businesses should respect, protect and make efforts to restore the environment

Though the scope of our business limits the extent of our activities that can affect or be affected by issues of climate change and global warming; still protection of environment ranks high among our corporate goals. The Company is also aware of the role it plays in society in creating awareness on environmental and social issues through its broadcasting services, and the Company is also committed in doing its best to protect the environment.

1. Does the policy related to Principle 6 cover only the company or extend to the Group/Joint Ventures/Suppliers/Contractors/NGOs/Others?

DEN is committed to environmental causes. The Company encourages its employees, subsidiariesand other associates to play their part in protecting environment and make it a priority.

2. Does the company have strategies/initiatives to address global environmental issues such as climate change, global warming, etc.?

The Company being a service-oriented organization, the impact on the environment as a result of our business operations is minimal. In view of the same, we do not have any strategies or initiatives aimed at tackling global environmental challenges.


3. Does the company identify and assess potential environmental risks?

As the Company is involved in laying cables, the Company takes pertinent clearances from concerned regulatory bodies.The Company also ensuresthat it does not cause any irreparable damage to the environment or surroundings.

4. Does the company have any project related to Clean Development Mechanism? If so, provide details thereof in about 50 words or so. Also, if yes, whether environmental compliance report is filed?

We do not have any such projects registered under CDM.

5. Has the company undertaken any other initiatives on – clean technology, energy efficiency, renewable energy, etc.? Y/N. If yes, please give hyperlink for web page etc.

Though the Company has not undertaken any specific initiatives related to clean technology or efficient and renewable energy, the Company ensures clean and energy efficient technology while deploying anything new.

6. Are the Emissions/Waste generated by the company within the permissible limits given by CPCB/SPCB for the financial year being reported?

The same is not applicable to the Company as our business activities do not involve the generation of effluents and air emissions. However, we comply with the e-waste (Management & Handling) Rules, 2016 and recycle all the e-waste generated, through Government approved recyclers.

7. Number of show cause/legal notices received from CPCB/SPCB which are pending (i.e. not resolved to satisfaction) as on end of Financial Year.

We have not received any show cause/legal notice from CPCB or SPCB.

Principle 7 : Businesses, when engaged in influencing public and regulatory policy, should do so in a responsible manner

The Company has always adhered to its principle of transparency through timely and adequate disclosure of information to public and regulatory bodies. The Company’s engagement with the relevant authorities is guided by the values of commitment, integrity, transparency and the need to balance interests of diverse stakeholders. As a responsible corporate,the Company believes in engaging responsibly and allows only authorised and trained officials to interact with trade chambers and industry associations that influence policy making and ensures that its public policy positions complement and advance its sustainability and citizenship objective.The Company has been an active participant in representations to the regulatory bodies, through these, we frequently voice our opinions and concernsto drive change, and promote development for all.

1. Is your company a member of any trade and chamber or association? If Yes, Name only those major ones that your business deals with:

The Company is an active member of All India Digital Cable Federation.

2. Have you advocated/lobbied through above associations for the advancement or improvement of public good? Yes/No; if yes specify the broad areas (Governance and Administration, Economic Reforms, Inclusive Development Policies, Energy Security, Water, Food Security, Sustainable Business Principles, Others)

The Company is an active participant in various advocacies undertaken by All India Digital Cable Federation for development of the Cable Internet Service.

Principle 8 : Businesses should support inclusive growth and equitable development.

1. Does the company have specified programmes/initiatives/projects in pursuit of the policy related to Principle 8? If yes details thereof.

The Company undertakes to minimize the negative impact on society caused through its business and make effort to complement and support the development priorities at local and national levels, and ensure appropriate resettlement and rehabilitation of the community at large.

2. Are the programmes/projects undertaken through in-house team/own foundation/external NGO/government structures/any other organization?

The project undertaken through external NGOs.

3. Have you done any impact assessment of your initiative?

The Company is in the process of establishing suitable framework to capture the impact (social/economic and developmental) of its initiatives.

4. What is your company’s direct contribution to community development projects- Amount in INR and the details of the projects undertaken?

The Company did not earn any profits during the previous three financial years in terms of Section 135 of the Companies Act, 2013, therefore, it was not required to spend any amount on CSR activities.


5. Have you taken steps to ensure that this community development initiative is successfully adopted by the community? Please explain in 50 words, or so.

Though the Company has not carried out any activities in the said period, but it constantly encourages the participation of employees in the activities related to social causes.

Principle 9 : Businesses should engage with and provide value to their customers and consumers in a responsible manner.

The rising growth of internet access in the country and rapidly changing technology has changed peoples’ lives in many ways. The Company chooses to work in a sensitive and responsible manner to create a partnership with its customers for enhancing and enriching their experience. We ensure successful implementation of new digital initiativesand bringthe latest innovation to our customers at affordable prices. Up-to-date latest technological trends are made available to our customers and there is a constant urge to improve our business processes in order to provide best in class services. The Company persistently endeavors in meeting customer needs, adding value and exceeding their expectations. The Company strongly believes in being ethical about its operations with customers.

1. What percentage of customer complaints/consumer cases are pending as on the end of financial year?

There are no material consumer cases/customer complaints outstanding as at the end of the financial year.

2. Does the company display product information on the product label, over and above what is mandated as per local laws? Yes/No/N.A./Remarks (additional information)

The Company complies with all regulatory requirements relating to its business. As required, all our customers are provided with a Manual of Practice, which contains information like Consumer Care Numbers and Complaint Redressal Mechanisms.

3. Is there any case filed by any stakeholder against the company regarding unfair trade practices, irresponsible advertising and/or anti-competitive behavior during the last five years and pending as on end of financial year? If so, provide details thereof, in about 50 words or so.

There are no cases filed by any stakeholder against the Company regarding unfair trade practices, irresponsible advertising and/or anti-competitive behavior during the last five years.

4. Did your company carry out any consumer survey/consumer satisfaction trends?

The Company has not carried out any consumer survey/consumer satisfaction trends during the last financial year.


MANAGEMENT DISCUSSION & ANALYSISECONOMIC OUTLOOKGlobalAs per the World Economic Outlook by IMF, global growth was projected to increase modestly from 2.9% in 2019 to 3.3% in 2020 and 3.4% in 2021 which was estimated before the outbreak of the pandemic. 1

Overall, the risks to the global economy remained on the downside, despite positive news on trade and diminishing concerns of a no-deal Brexit. New trade tensions were expected to emerge between the United States and the European Union, along with US-China trade tensions. Such events alongside rising geopolitical risks and intensifying social unrest were expected to reverse easy financing conditions, expose financial vulnerabilities, and severely disrupt growth.While there were signs of stabilisation, the global outlook remained sluggish, and therewere no clear signs of a turning point. The world economy needed a stronger sense of multilateral cooperation and the adoption of national-level policies to support a sustained recovery that benefits all.The Economy and coping with COVID-19Since the update of the World Economic Outlook in January 2020 by IMF, the coronavirus pandemic (COVID-19) has resulted in economic uncertainty across the globe, with a large number of human lives being lost.Unpredictability around the pandemic’s impact began in China but is now visible in most countries around the world at an increasing scale. As more countries impose quarantines and social distancing measures, there is a building fear of the contagion and enhanced income losses. The magnitude and speed of recalibration in economic activity are unlike anything experienced in our lifetimes.The economic outcome of the ongoing crisis depends on various factors that interact in ways that are hard to predict. These include the pathway of the pandemic, the efficiency and extent of containment efforts, supply disruptions, global financial market conditions, behavioural changes and spending patterns and decreasing confidence and market sentiments.Under the assumption that the pandemic and required containment peaks in the second quarter for most countries, and recedes in the second half of this year, in the World Economic Outlook (April 2020), it is projected that global growth in 2020 to fall to negative 3%. This is a downgrade of 6.3% from January 2020, a significant revision over a very short period.2

IndiaIn recent years, India has emerged amongst the fastest-growing economies in the world and has become a key player in the global economy. However, as the global financial system faces vulnerabilities with the rise in corporate debt burdens, increasing holdings of riskier and more illiquid assets by institutional investors, and growing reliance on external borrowing by emerging and frontier market economies, the outlook for growth is subdued.The World Bank in its Global Economic Prospects (January 2020 edition) sharply revised its outlook for India by negative 2.5% points

to 5% in 2019 (FY20) as activity was constrained by insufficient credit availability and subdued private consumption and investment. Growth in 2020 (FY2020-21) was also revised down by 1.7% points to 5.8% which was projected before the outbreak of pandemic.3 Pandemic Impact4

As the global economy faces its worst recession since the Great Depression of the 1930s, IMF projections offer a glimmer of hope – and a momentous opportunity ahead – for India.The International Monetary Fund (IMF) slashed India’s growth estimate for FY21 in their current World Economic Outlook (April 2020) to 1.9% from 5.8% estimated in January, warning that recent pandemic will dwarf the economic damage caused by the global financial crisis a decade ago. However, India’s growth is expected to recover sharply to 7.4% in the next fiscal year. The rebound in 2021 depends critically on the pandemic fading in the second half of 2020, allowing containment efforts to be gradually scaled back and restoring consumer and investor confidence.Concerns of the impact of deadly coronavirus on the domestic as well as the global economy have an adverse impact on confidence, financial markets, the travel sector and disruption to supply chains contribute to the downward revisions in all G20 economies in 2020, particularly ones strongly interconnected to China. (India is a member of G20, a grouping of developed and developing economies).INDUSTRY STRUCTUREIndian Media & Entertainment (M&E) IndustryThe Indian M&E industry grew at 13.2% in FY2018-19 over FY2017-18 to reach Rs 1,631 billion on the back of rapid growth in digital user base and consumption combined with increasing regional demand and monetisation. However, there have been headwinds in the form of early signs of economic slowdown, which have pulled down the overall growth.5

Size of Indian media and entertainment industryIndustry Performance – Historical

Overall industry size (Rs in billion)

FY2016-17

FY2017-18

FY2018-19

Growth inFY2018-19

over FY2017-18

CAGR (FY2014-15 to

FY2018-19)

Digital* 86 121 173 43.4% 38.5%TV 595 652 714 9.5% 9.9%Print 308 319 333 4.5% 5.6%Films 145 159 183 15.1% 9.6%Animation and VFX

62 74 88 18.7% 17.2%

Gaming 32 44 62 41.6% 26.4%OOH 29 32 34 5.0% 11.2%Radio 24 26 28 6.2% 8.6%Music 13 14 17 15.3% 13.0%Total 1295 1440 1631 13.2% 11.5%

Source – KPMG in India Analysis 2019*Beginning FY2017-18, the OTT video and audio subscription revenues are being recognised under the digital segment. Before FY2017-18, the OTT video and audio subscription were nominal

1 IMF – WEO- Jan 20201 IMF - WEO – April 20203 World Bank – World Economic Prospects – Jan 20204 IMF - WEO – April 20205 KPMG – India’s Media and Entertainment Report 2019


The Indian Media and Entertainment industry is on an impressive growth path. The industry is expected to grow at a much faster rate than the global average rate. Going forward, the industry is expected to grow at 13.5% CAGR during FY2018-19 to FY2023-24 to reach Rs 3,070 billion in FY2023-24 on the back of greater focus on monetisation of emerging digital business models, strong regional opportunities and favourable regulatory and operating scenario across traditional businesses.6

Television Segment7

The television industry experienced a growth of 9.5% in FY2018-19 from FY2017-18 and is estimated to be at Rs 714 billion with a CAGR of 9.9% between FY2014-15 and FY2018-19. The television segment includes revenue from an advertisement at Rs 251 billion and subscription at Rs 463 billion in FY2018-19.8

In the first three-quarters of FY2018-19, the television segment had positive growth; however, many challenges lie ahead such as the uncertainty around viewership and subscription renewals. These affected both the advertisement and subscription revenues during the last quarter of FY2018-19.

Performance of the TV industry

Revenues (Rs in billions)

FY2016-17

FY2017-18

FY2018-19

Growth in FY2018-19

overFY2017-18

CAGR (FY2014-15 to

FY2018-19)

TV industry 595 652 714 9.5% 9.9%Advertisement 203 224 251 12.4% 11.9%Subscription 393 428 463 8.1% 8.8%

Source – KPMG India analysis 2019

Subscription Revenue

During FY2018-19, the subscription revenue had a modest growth of 8.1% and is at Rs 463 billion.

By 2018, the Cable & Satellite (C&S) segment reported having a reach of 197 million households with digital cable gaining the most. However, during the last quarter of FY2018-19, there was an erosion in the active subscriber base with a decline of around 12-15 million households in the overall C&S HH base.

Television Segment (Rs in millions)

FY2017-18 FY2018-19

Pay C&S households 153 150

Cable 91 83

DTH 62 67DD Free Dish 30 33Total 183 183


Television Broadcasters

Television broadcasters during FY2018-19 had a healthy growth of 12.3% and reached an annual revenue of Rs 372 billion, of which

approximately 68% of the revenue was contributed by advertising. Also, advertising and subscription income for broadcasters grew by more than 12% each, with subscription revenue growing faster than the TV industry subscription revenues. This was due to a higher share of consumer-level subscriptions from DPOs after broadcasters started to realise the benefits of NTO.

The Broadcaster industry size

Revenues (Rs in billions)

FY2016-17

FY2017-18

FY2018-19

Growth in FY2018-19 and FY2017-18

Broadcaster industry 300 331 372 12.3%Advertisement 203 224 251 12.4%Subscription 97 107 120 12.1%


From a relatively subdued last quarter in FY2018-19 on account of the implementation of the NTO, the TV industry is expected to grow in FY2019-20 as the benefits of the new tariff regime start to flow in. With regional viewership growing and digital getting traction for live and catch up TV, television is likely to continue being the dominant mode of media consumption in the country.

Digital Segment9

The growth in broadband internet subscribers was at 37% in FY2018-19 as there continue to be strong, enabling factors encouraging greater consumption of content on the internet in India. The overall growth in the digital segment outperformed the growth in internet users which was at 29%.

The digital market in India is set to become the second-largest within M&E by FY2021-22 when it reaches Rs 386 billion. It is expected to move ahead of print and be behind the TV in its aggregate revenue. By FY2023-24, the digital market will be half that of the Indian economy.

Digital User Base

March 2018 March 2019 Change (%)Total Internet subscribers (mn) 494 637 29%Internet Subscribers per 100 population

38 48

Broadband internet subscribers (mn) 413 563 37%% of total internet subscribers 84% 88%Mobile wireless subscribers (mn) 472 614 30%% of the total internet subscribers 96% 96%

Source – TRAI performance indicators

Key factors influencing the growth of digital consumption:

1. Second highest per capita consumption of online video in the world.10

2. Growth in smartphone users in India to ~340 million in 2018 (2015 – 200 million). 11% growth in feature phone shipments, higher than smartphones growth in 2018.11

6 IBEF - Media and Entertainment Industry – December 20197 KPMG – India’s Media and Entertainment Report 20198 KPMG in India analysis 20199 KPMG – India’s Media and Entertainment Report 201910 The state of online video 2018, Limelight Networks11 TOI – March 2019 – India’s mobile data is cheapest globally ; Fortune India – December 2018 - How low cost data is powering India


3. Cheapest mobile data in the world (Rs 18.5/GB) (2015 – Rs 313/GB).12

4. Growth in average data usage per subscriber per month to 8.7 GB in 2018 (2016 – 0.88 GB)13

5. Growth in online video content to meet demands from 325 million viewers as of FY2018-1914

6. Growth in average mobile data download speed to 9.93 Mbps in Nov 2018 (Nov 2017 – 8.88 Mbps)15

Digital Revenue Projections (FY2019-20 to FY2023-24)

(Rs in billion) FY2018-

19

FY2019-

20P

FY2020-

21P

FY2021-

22P

FY2022-

23P

FY2023-

24P

CAGR (FY 2018-19 to FY2023-24)

Digital advertising

160 210 266 333 423 539 28%

Audio streaming subscriptions

1 2 3 4 6 9 48%

Ott video platform subscriptions

12 22 34 48 62 74 44%

Total 173 234 303 386 492 621 29%

Source – KPMG in India Analysis 2019

OTT Video

With more than 30 OTT video platforms in the country and rapid growth in video consumption, the segment has evolved rapidly across the entire value chain. Whether it is large broadcasters, global digital video majors, traditional content creators or telecom companies, everyone has moved to the OTT bandwagon, to acquire digital customers who can potentially yield great value over the long run.

On the demand side, increasing affordability has ensured that access to the internet is more equitable. With multiple audio streaming options, more than 30 OTT platforms and an emerging gaming ecosystem, there is more diversity in the content on offer as well.

Network Infrastructure, the critical link between demand and supply, is also receiving attention. GOI launched the Digital India programme with the vision to transform India into a digitally empowered society and knowledge economy. Announcements on Fibre To The Home (FTTH) and 5G will only hasten the process of developing a reliable, backbone of every digital economy.

Moreover, the trend of convergence and the emergence of digital platform companies that was also seen last year would continue to remain relevant moving forward. There is now a broader range of businesses in India looking to build out their media and entertainment services, including e-commerce and digital payment companies.

The fundamentals to power digital consumption in India are strong on the demand, supply and enablers front.

COMPANY OVERVIEW

DEN Networks is a dynamic, mass media & entertainment company that thrives on providing unmatched visual entertainment to its customers through cable TV and broadband services. The Company curates media content from various broadcasters across a wide range of genres and entertain households in India across 13 key states and 500 cities/towns. It has one of the largest subscriber bases amongst cable companies in India.

Headquartered in New Delhi, the Company has a leading presence in Delhi, Uttar Pradesh, Karnataka, Maharashtra, Gujarat, Rajasthan, Haryana, Kerala, West Bengal, Jharkhand, Bihar, Madhya Pradesh and Uttarakhand; and have a strong foothold in the strategic and economically significant Hindi Speaking Markets (HSM). As a technology-driven company, it has a robust fibre optic network and has also invested in DOCSIS 3.0 technology for its broadband services to provide speeds up to 100 Mbps.

Operational Highlights of the yearSYNERGY

With a focus on customer service and engagement, the Digital Services segment of Reliance Industries has entered into a series of partnerships with several organisations. Reliance has made strategic investments in Hathway Cables, Datacom Limited and Den networks to provide global standard wireline infrastructure and services in India.

To facilitate this, Reliance plans to consolidate all its media and distribution businesses under one umbrella brand ‘Network18’. Under the scheme of the arrangement, TV18 Broadcast, Hathway Cable & Datacom and Den Networks will merge into Network18 Media & Investments, which will be an integrated media and distribution company with a revenue of ~ Rs 8,000 crore. The scheme was approved by the respective companies’ Board of Directors on February 17, 2020.

The restructuring will create value-chain integration and render substantial economies of scale. It also simplifies the corporate structure of the group by reducing the number of listed entities. The aggregation of a content powerhouse across news and entertainment (both linear and digital) and the country’s largest cable distribution network under the same umbrella shall boost efficiency and exploit synergies, creating value for all stakeholders.

With the merger, we will be able to streamline our requirements for STBs and leased lines internally with Reliance JioInfocomm, thus reducing our costs as well as enhancing the subscriber experience. Moreover, we have restructured our debt requirements by taking advantage of the working capital facility instead of term loans, which has enabled us to avail credit at a reduced interest cost

FULLY IMPLEMENTED NEW TRAI ORDER

During the year, we have successfully migrated majority of the STBs from post-paid model to the pre-paid model under the new Tariff

12 TRAI performance indicator reports13 India Times – January 2019 – Smartphone penetration in India is on the rise, set to reach 37.3 crore users in 201914 TRAI performance indicator reports15 TOI – December 2018 – India ranked 111th in mobile internet and 65th in fixed line broadband speeds


order, which has improved our revenue and collection processes. Additionally, this has resulted in better working capital management as the Company collects the subscription before rendering its services. Moreover, the content is now pass-through, because of which the increased content cost as per the new order possesses no challenge. Telecommunication (Broadcasting and Cable) Services (Eighth) (Addressable Systems) Tariff (Second Amendment) Order, 2020 notified by the Telecom Regulatory Authority (TRAI) on January 1, 2020 is currently subjudice.

PROCESS IMPROVEMENT

By automating our processes, we have removed mundane and routine tasks, and replace them with a system that requires minimum human interaction. Using automation, we have improved our business processes, which has led to lower costs, motivated employees, and happier customers. During the year, we also automated our banking process, allowing LCOs to generate e-agreements. Other process improvement initiatives include SAP process improvements, virtual account setup facilities, online collection tools such as CDM cards, and Host-to-Host integration.

SEGMENT WISE PERFORMANCE

Cable Business

DEN’s Cable & Broadband operations cover over 500 cities/towns across Uttar Pradesh, Karnataka, Maharashtra, Gujarat, Rajasthan, Haryana, Kerala, West Bengal, Jharkhand, Bihar, Madhya Pradesh and Uttarakhand in India.

DEN is recognised as the “Most trusted brand in Cable TV Industry” by TRA Research, June’ 2019.

Financial Highlights

Revenues of the Cable business increased in FY2019-20 to Rs 1,221 crores from Rs 1,140 crores in the previous year.

The detailed break up of revenues is given below:(Rs in Crore)

Details FY2019-20

FY2018-19

Variance % Contribution

FY2019-20

% Contribution

FY2018-19Subscription 743 673 70 61% 59%Placement 346 313 33 28% 27%Others 132 154 (22) 11% 14%Total 1,221 1,140 81 100% 100%

EBITDA for the cable business increased by 14% to Rs 208 crores in FY2019-20 vis-à-vis Rs 182 crores in FY2018-19.

The detailed breakup of operating costs is given below:(Rs in Crore)

Details FY2019-20

FY2018-19

Variance % of Total OPEX

FY2019-20

% of Total OPEX

FY2018-19Content 608 573 35 60% 60%Personnel 86 86 - 8% 9%Other OPEX 263 268 (5) 26% 28%Provision for Doubtful Debts 56 31 25 6% 3%Total 1,013 958 55 100% 100%

Broadband Business

DEN Broadband Private Limited was incorporated on December 5, 2011, under the Companies Act 1956. The Company has its registered office at 236, Okhla Industrial Area, Phase III, New Delhi - 110020.

The Company is a category “A” ISP (ISP-IT License No. 820-990/2007-LR dated 2008) and a wholly-owned subsidiary of DEN Networks Limited. ISP business (“Broadband”) of the DEN Networks Limited has been transferred into DEN Broadband Private Limited effective from April 1 2016 (Demerger Order – 15th of Sep’17).

Operational Highlights

The Company’s broadband business logged 904 thousand homes passed as on March 31 2020.

The subscriber base of the Broadband business has increased to ~1,24,000 as on March 31, 2020. This translates into an increase of 7% over the previous year.

Average ARPU for the Broadband business in FY2019-20 was Rs 545 as against Rs 557 in FY2018-19.

Financial Highlights

Broadband revenues increased in FY2019-20 to Rs 71 crores from Rs 67 Crore in FY2018-19 on account of the net increase in the subscriber base of ~8,000 customers.

The Broadband business was able to increase the Company’s EBITDA during the year by ~Rs 4 crore on account of an increase in its revenue by Rs 4 crore.

The detailed breakup of revenues is given below:(Rs in Crore)

Details FY2019-20

FY2018-19

Variance % Contribution

FY2019-20

% Contribution

FY2018-19Subscription 70 66 4 98% 99%Others 1 1 0 2% 1%Total 71 67 4 100% 100%

The detailed breakup of operating costs is given below:(Rs in Crore)

Details FY2019-20

FY2018-19

Variance % of Total OPEX

FY2019-20

% of Total OPEX

FY2018-19Personnel 9 9 0 13% 14%Other OPEX 58 57 0 87% 86%Total 67 66 0 100% 100%

CONSOLIDATED FINANCIAL PERFORMANCE(Rs in Crore)

Details FY2019-20

FY2018-19

% Change

Total Income 1,291 1,207 7%Total Expenditure 1,080 1,024 5%EBITDA 211 183 16%% EBITDA 16% 15%PBT (before exceptional items) 110 (77)Exceptional items - (211)PBT (after exceptional items) 110 (288)PAT 59 (301)


Financial Ratios

Details FY2019-20 FY2018-19 Variance ExplanationInterest Coverage Ratio 6.65 3.11 113% Increase in EBITDA to Rs. 211 crores in FY2019-20

from Rs. 183 crore in FY2018-19, mainly due to an increase in Subscription revenue.

Operation Ratio Margin (%) 16% 15% 8%

Total Debt/EBITDA 1.01 2.64 (62) % Primarily due to decrease in debts as cash generated from operating activities is deployed in repayment of debt.

Current Ratio 3.23 3.39 (5) %Debt Equity Ratio 0.08 0.18 (57) % Primarily due to decrease in debts as cash is

generated from operating activities.Net Debt/EBITDA (9.53) (9.93) (4) %Net Debt (Rs in crore) (2018) (1814) 11%Net Profit Margin (%) 4% (24) % (117) %Return on Net worth (%) 2% (11) % (119) %Operating cashflow % to operating revenue

21% 3% 501%

SCOT ANALYSIS

Strengths

3 Catering to households across 13 key states and 500 cities/towns in India.

3 A strong foothold in the Hindi Speaking Belt.

3 One of the leading players among cable MSO and DTH players in India.

3 We have worked with our strong parent company, RIL Group of companies, to upgrade their infrastructure to world-class standards, and the support of RIL will continue in the future as well.

3 With the upcoming merger, we will be a part of brand ‘Network18’, which will have synergy effects across management and support team along with better integration of skills.

Challenges

3 As future growth is expected in Tier 3 and Tier 4 cities (regional markets), it requires an upfront cost for improving the infrastructure. This will increase not only the total costs of operations but also CAPEX for expanding the reach. Den Networks limited, being a leading MSO, is best suited to deliver localised content as per the needs of the target audience.

3 Another challenge is the need for continuously upgrading and expanding the network infrastructure, which requires investments.

Opportunities

3 Regional markets are becoming the next frontier of growth across sub-segments in the M&E space. Organisations across TV, Films, Music and OTT are focusing on regional content creation to bridge the current demand-supply gap.

3 With the digitisation of the cable distribution sector, it will attract more significant institutional funding, thus improving profitability and the value chain.

3 After the impact of TRAI order is stabilised on Cable TV

subscription revenues, we can leverage the potential growth the NTO offers.

3 Moreover, with our geographical presence, we can build on our cable TV reach and infrastructure to cross-sell fixed-line broadband services in India.

Threats

3 Increasing competitive intensity with the entry of new players into Cable TV services and alternative platforms such as OTT. Similarly, telecom players and other MSOs in Fixed Line BroadBand space also pose a challenge.

3 Many newer market entrants appear comfortable, sacrificing short-term profitability to create or acquire compelling content that they believe will drive long-term subscriber growth. This strategy will likely pressure established media companies’ operating margins until they gain sufficient scale through subscriber growth. This could pressure operating margin, cash flow, and credit metrics, mainly if increased competition drives up content costs.

3 There is also an external threat of internet TV, which is delivered via the ISP service to the customer’s TV, bypassing their bespoke setup entirely. Internet TV, and high-definition content on internet video hosting sites, can impact the cable TV segment in future.

INTERNAL CONTROL SYSTEM

DEN has laid down Standard Operating Procedures (SOP) for all critical business processes, which have defined internal controls to ensure optimal business performance, avoidance of risks, and adherence to prescribed norms and SOP. The Company also adheres to and complies with all the prescribed norms as specified under the Company laws, industry regulations and securities market rules.

DEN has also appointed reputed statutory and established internal audit mechanisms for conducting regular audits of its business functions and books of accounts. Various committees, including the audit committee, the Board of Directors, meet every quarter and on a need basis to thoroughly oversee and monitor their areas of the mandate. The Company has also defined a Risk Management


Framework, approved by and implemented under the guidance of the Board.

RISK & CONCERNS

A SLOWDOWN IN ECONOMIC GROWTH IN INDIA COULD CAUSE OUR BUSINESS TO SUFFER

The performance and growth of the business are necessarily dependent on the health of the economy. India’s economy could be adversely affected by a general rise in the interest rates, inflation, natural disasters, increase in commodity and energy prices, and protectionist efforts in other countries or various other factors.

Pandemic Impact

Concerns with regards to the impact of COVID-19 on domestic as well as the global economy have an adverse impact on confidence, financial markets, the travel sector and disruption to supply chains contribute to the downward revisions in all G20 economies in 2020, particularly ones strongly interconnected to China.

Mitigation

The Company is in a utility and necessity business, and it is expected that there won’t be any significant downfall despite a slowdown in growth. At the same time, the Company is working on cost optimisation program to mitigate such risks.

COVID – 19 impact:

We are one of the least impacted industry from COVID - 19, as people are staying at home due to the lockdown, and hence, are not discontinuing their services. Therefore we are receiving stable revenue from the subscription of cable and broadband.

MARKET SHARE RISK

We can expect a reduction in market share due to new entrants or expansion of the existing players.

Cable

Due to increase in competition from new entrants and existing players, the Company is at risk of decrease in the current market share either through STBs swapping practice by existing MSOs or facing competition into a market where we are already present.

Following are the potential risks faced by the Company due to competition:

- The churn of the existing subscriber base to the competitors, i.e. to DTH or MSOs players, which results in a decrease in market share of the Company in the existing markets.

- Decrease in Average Revenue Per User (ARPU) due to competitive pricing.

- Failure to up-sell to the existing consumers due to competitive pricing.

- Difficult to penetrate the existing markets or enter into new markets for adding new subscribers.

Broadband:

In Delhi, where our majority of subscribers are present, many unorganised players have dragged down the ARPU by over 30% in the past three years, thereby reducing the profitability of the

business. We continue to face tough competition in the market.

Mitigation

Cable:

We are aligning our strategy with the group strategies to sustain and increase market share across the cable business. We are doing this by retaining a good relationship with existing business partners, especially Distributors & LCOs and by organising periodic meetings with the stakeholders to resolve the issues on a real-time basis.

Broadband:

We are aligning our strategy with the group strategies to sustain and increase market share across the Broadband business. Multi-month plan and targeted area/customer-specific plans are being launched, resulting in positive results. To compensate for the revenue loss due to ARPU reduction, we have initiated the implementation of cost optimisation plans. Minimum CAPEX is being planned (by way of procurement of DCMTS) to sustain the operations.

CHANGE IN TECHNOLOGY

The entertainment, media industry and ISP industry are characterised by rapid changes in technology and the introduction of new products and services. Technological developments within the cable distribution services include changes like content recording features and new interactive content. Consumers may also choose to consume digital media through other platforms, such as computers, mobile phones, tablet computers and other devices capable of being used to view media content. Such changes could adversely affect our ability to maintain, expand or upgrade our systems and respond to competitive pressures. Also, the proposed implementation of 5G network poses a challenge for the ISP industry.

Mitigation

The Company is going to align with the Parent Company for new technologies adoption to remain competitive in the market and provide services, such as on-demand movies and android based Hybrid STBs.

RISK OF INFLATION IN CONTENT COST

Failure to negotiate better deals with major broadcasters will impact the channel distribution and packaging, which results in customer dissatisfaction.

Mitigation

Due to theimplementation of NTO, the content cost has become pass-through, so there is minimal risk of inflation.

HUMAN RESOURCE MANAGEMENT

The Human Resource Management function at DEN Networks is a strategic partner in achieving the goals set for the organisation. The HR teams work towards the objective of strengthening and ensuring the availability of organisational capabilities to meet business challenges and to create a welcoming and productive work environment.

For this, the HR team continues to use successful practices around the year. It has also been able to guide and steer employees through the transition to ensure there is no disruption in the business activity.


The year witnessed talent acquisition from across the industry at critical roles in the organisation such as Internal Audit, business analyst, technical operations. Major transitions marked the year in terms of setting performance standards by implementing the OKR method for performance management. We also achieved various targets and timelines towards the implementation of SAP systems in association with the parent company (Reliance Jio Infocomm).

The ongoing initiatives that the Company continued to pursue during the year to achieve the HR objectives are as follows:

1. DEN Academy:

DEN Academy, where the gainer and trainer are amongst the employees of DEN, focuses on providing more extensive training to employees around functional, technical and behavioural areas. Few of the sessions successfully carried out during the year were General Banking, Corporate Finance, POSH, the new LCO portal training, GST coupled with behaviour training.

2. “Transcend”: Transcend, a bi-monthly digital magazine, is receiving a better and more engaging response from the employees this year.

3. Comfort checks and exit interviews: They are successfully used to analyse the issues that the employees are facing and deal with them strategically.

4. Automation & streamlining of Employee Payment Disbursal: A much-needed move was made to CMS portals for disbursal of employee payments from the earlier manual documentation sent across to separate banks. This move improved data accuracy and effective time management, resulting in operational efficiencies.

5. Keeping up with continuous training and engagement of employees, HR stepped further into the realm of employee job satisfaction by providing various platforms to the employees for addressing their grievances, suggestions and ideas. The initiatives are:

- Cross-Functional Training Sessions (CFT) at Locations outside HO: Employees were familiarised with the transition process and updated policies. One-on-

one sessions with all employees followed this; wherein further clarity was given to employees in order to minimise anxiety and grapevine around the organisational changes.

- Genuine concerns were also noted, including inter-personal relations, performance management, employee security and infrastructural requirements. They were then presented to the respective stakeholders in the HO, and appropriate solutions were proposed and implemented.

- AIM (All Ideas Matter): This is a platform for employees wherein they can drop in their suggestions and grievances in the AIM boxes. Relevant and feasible ideas are shortlisted and put up for a vote, and the most popular idea is presented to the management for further implementation.

CAUTIONARY STATEMENT

Certain statements contained in this section may be ‘forward-looking statements’ within the meaning of applicable laws and regulations. Such statements involve several risks and uncertainties that could cause actual performance to differ materially from that suggested or implied in forward‐looking statements. Major developments that could affect the Company’s operations to cause such a difference include factors such as risks inherent in Company’s growth strategies; general economic & business conditions in India and other countries; regulatory changes and its ability to respond to them; its ability to implement the strategy successfully, its growth & expansion plans; technological changes; exposure to political risks; unanticipated turbulence in interest rates, foreign exchange rates, etc.; changes in domestic and foreign laws, regulations and taxes; changes in industry competition, and many other factors. The following discussions and analysis should be read in conjunction with the Company’s financial statements included herein and the notes thereto. The Company may, from time to time, make additional written and oral forward‐looking statements to shareholders. The Company does not undertake to update any forward‐looking statement that may be made from time forward to time by or on behalf of the Company.


This report is prepared in accordance with the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), and the report contains the details of Corporate Governance systems and processes at DEN Networks Limited (DEN).

At DEN, Corporate Governance is all about maintaining a valuable relationship and trust with all stakeholders. We consider stakeholders as partners in our success and remain committed to maximising stakeholders’ value, be it Subscribers, Local Communities, Employees, Suppliers, Shareholders and Government & Regulatory Authorities. This approach to value creation emanates from DEN’s belief that sound governance system, based on relationship and trust, is integral to creating enduring value for all. We have a defined policy framework for ethical conduct of businesses. We believe that any business conduct can be ethical only when it rests on the six core values viz. Customer Value, Ownership Mindset, Respect, Integrity, One Team and Excellence.

STATEMENT ON COMPANY’S PHILOSOPHY ON CODE OF GOVERNANCE

Corporate Governance is about commitment to values and ethical business conduct. We look upon good Corporate Governance practices as a key driver of sustainable corporate growth and long-term shareholders value creation. Good Corporate Governance is about enhancing value for all our stakeholders. The Company is committed to adopt best practices in Corporate Governance and disclosures thereunder. This includes its corporate and other structures, its culture, policies and the manner in which it deals with various stakeholders. Timely and accurate disclosure of information regarding the financial situation, performance, ownership and governance of the Company are an important part of Corporate Governance.

The Company believes that sound Corporate Governance is critical to enhance and retain investors’ trust. The Company’s Corporate Governance philosophy is based on the following core values of the Company:

1. Customer Value

2. Ownership Mindset

3. Respect

4. Integrity

5. One Team

6. Excellence

The Company complies with all statutory and regulatory requirements on Corporate Governance and has constituted the requisite committees to look into issues of financial reporting, investor grievances, corporate social responsibilities, risk management and executive remuneration. This attitude of DEN has strengthened the bond of trust with its stakeholders including the society at large.

APPROPRIATE GOVERNANCE STRUCTURE WITH DEFINED ROLES AND RESPONSIBILITIES

The Company has put in place an internal governance structure with defined roles and responsibilities of every constituent of the

CORPORATE GOVERNANCE REPORTsystem. The Company’s shareholders appoint the Board of Directors, which in turn governs the Company. The Board has established various Committees to discharge its responsibilities in an effective manner. The Chairman and Managing Director (CMD) provides overall direction and guidance to the Board. The CMD is responsible for corporate strategy, brand equity, planning, external contacts and all management matters.

The Chairman is responsible for fostering and promoting the integrity of the Board while nurturing a culture where the Board works harmoniously for the long-term benefit of the Company and all its stakeholders. The Chairman guides the Board for effective governance in the Company.

The Chairman takes a lead role in managing the Board and facilitating effective communication among Directors. The Chairman actively works with the Nomination and Remuneration Committee to plan the Board and committees’ composition, induction of directors to the Board, plan for directors’ succession and provide constructive feedback and advice on performance evaluation to directors. The Company Secretary assists the Chairman in management of the Board’s administrative activities such as meetings, schedules, agendas, communications and documentations.

Ethics/Governance Policies

At DEN, we strive to conduct our business and strengthen our relationships in a manner that is dignified, distinctive and responsible. We adhere to ethical standards to ensure integrity, transparency, independence and accountability in dealing with all stakeholders. Therefore, we have adopted various codes and policies to carry out our duties in an ethical manner. Some of these codes and policies are:

n Code of Conduct

n Code of Conduct for Prohibition of Insider Trading

n Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information

n Vigil Mechanism and Whistle-Blower Policy

n Prevention of Sexual Harassment Policy

n Corporate Social Responsibility Policy

n Policy for Selection of Directors and determining Directors Independence

n Remuneration Policy for Directors, Key Managerial Personnel and other employees

n Dividend Distribution Policy

n Policy for determining Material Subsidiaries

n Policy on Materiality of Related Party Transactions and on Dealing with Related Party Transactions

n Policy on Determination and Disclosure of Materiality of Events and Information

n Website Archival Policy

n Policy for Preservation of Documents

n Policy on Board Diversity


n Risk Management Policy

AUDITS AND INTERNAL CHECKS AND BALANCES

M/s. Chaturvedi & Shah LLP, Chartered Accountants, are the Statutory Auditors of the Company. The Statutory Auditors and the Group Internal Audit Function perform independent reviews of the ongoing effectiveness of the DEN Management system which integrates the various components of the systems of internal control.

RISK MANAGEMENT, INTERNAL CONTROLS AND COMPLIANCE

The Company has put in place the “Risk Management System” (RMS) as part of its transformation agenda. RMS incorporates an integrated framework for managing risks and internal controls. The internal financial controls have been documented, embedded and digitised in the business processes. Internal controls are regularly tested for design, implementation and operating effectiveness.The RMS is enabled through extensive use of technology to support the risk management processes, ensure the ongoing effectiveness of internal controls in processes, compliance with applicable laws, and regulations.

In conformity with international standards, the Compliance Function ensures compliance activities related to the Financial, Operational and People Management Systems of the various Group entities. This includes covering various statutes such as industrial and labour laws, taxation laws, corporate and securities laws, health, safety and environmental laws, etc. All compliance activities are supported by a robust online compliance monitoring system (iRCMS) to ensure ongoing compliance. The ongoing effectiveness of compliance management activities is reviewed independently by the Group Audit Function.

The combination of independent governance, assurance and oversight structures, combined with automated risk management, controls and compliance monitoring ensures the ongoing robustness and integrity of financial reporting, management of internal controlsand ensures compliance with statutory laws, regulations, and company policies. These provide the foundations that enable optimal use and protection of assets, facilitate the accurate and timely compilation of financial statements and management reports.

BEST CORPORATE GOVERNANCE PRACTICES

DEN strives for highest Corporate Governance standards and practices. It, therefore, endeavors to continuously improve and adopt the best of Corporate Governance codes and practices. Some of the implemented governance norms and best practices include the following:

n The Company has independent Board Committees covering matters related to Risk Management, Internal Audit,

Stakeholder Relationship, Directors Remuneration and the nomination of Board members.

n The Group has an independent Internal Audit Function that provides risk-based assurance across all material areas of Group Risk and Compliance exposures.

SHAREHOLDERS’ COMMUNICATIONS

The Board recognises the importance of two-way communication with shareholders, giving a balanced report of results and progress and responding to questions and issues raised. DEN’s corporate website (https://www.dennetworks.com) has information for institutional and retail shareholders alike. Shareholders seeking information related to their shareholding may contact the Company directly or through the Company’s Registrar and Transfer Agents, details of which are available on the Company’s website. DEN ensures that complaints of its shareholders are responded promptly.

ROLE OF THE COMPANY SECRETARY IN OVERALL GOVERNANCE PROCESS

The Company Secretary plays a key role in ensuring that the Board (including committees thereof ) procedures are followed and regularly reviewed. The Company Secretary ensures that all relevant information, details and documents are made available to the Directors and senior management for effective decision-making at the meetings. The Company Secretary is primarily responsible to assist and advise the Board in the conduct of affairs of the Company, to ensure compliance with applicable statutory requirements, to provide guidance to directors and to facilitate convening of meetings. The Company Secretary interfaces between the management and regulatory authorities for governance matters.

Board of Directors

Board Leadership

At DEN, it is our belief that an enlightened Board consciously creates a culture of leadership to provide a long-term vision and policy approach to improve the quality of governance. The Board’s actions and decisions are aligned with the Company’s best interests. The Board is committed to the goal of sustainably elevating the Company’s value creation. The Company has defined guidelines and an established framework for the meetings of the Board and Committees. These guidelines seek to systematise the decision-making process at the meetings of the Board and Committees in an informed and efficient manner.

BOARD COMPOSITION AND CATEGORY OF DIRECTORS

The Company’s policy is to maintain optimum combination of Executive and Non-Executive Directors.

The composition of the Board, Category, DIN and shareholding of Directors are as follows:


Board members named at Sr. No. 2 to 5 are Independent Directors.

None of the directors are related to any other director on the Board.

Mr. Robindra Sharma ceased to be an Independent Director of the Company, w.e.f. September 23, 2019 on expiry of his term of office.

DIRECTORS’ PROFILE

A brief resume of Directors, nature of their expertise in specific functional areas etc. are put up on the website of the Company.

FAMILIARISATION PROGRAMMES FOR BOARD MEMBERS

The Board members are provided with necessary documents / brochures, reports and internal policies to enable them to familiarise with the Company’s procedures and practices.

Periodic presentations are made at the Board and Committee meetings on business and performance updates of the Company, business strategy and risks involved.

Monthly / Quarterly updates on relevant statutory, regulatory changes and landmark judicial pronouncements encompassing important laws are regularly provided to the Directors.

The details of such familiarisation programmes for Independent Directors are available on the website of the Company.

CODE OF CONDUCT

The Company has in place a comprehensive Code of Conduct (the Codes) applicable to the Directors and employees. The Codes give guidance and support needed for ethical conduct of business and compliance of law. The Codes reflect the core values of the Company viz. Customer Value, Ownership Mindset, Respect, Integrity, One Team and Excellence.

A copy of the Code of Conduct for Board Members and Senior Management Personnel are available on the website of the Company.The Codes have been circulated to Directors and Senior Management Personnel, and its compliance is affirmed by them annually.

A declaration on confirmation of compliance of the Code of Conduct, signed by the Company’s Chief Executive Officer is published in this Report.

SUCCESSION PLANNING

The Company believes that sound succession plans for the senior leadership are very important for creating a robust future for the

Company. The Nomination and Remuneration Committee works along with the Human Resource team of the Company for a structured leadership succession plan.

CORE SKILLS / EXPERTISE / COMPETENCIES AVAILABLE WITH THE BOARD

The Board comprises of qualified members who possess required skills, expertise and competencies that allow them to make effective contributions to the Board and its Committees.

The following skills / expertise / competencies have been identified for the effective functioning of the

Company and are currently available with the Board:n Strategy and planningn Financial Performancen Legaln Commercial Experiencen Sales and Marketing in Service/Commodity sectorn Information Technology

The details of Board members possessing aforementioned skills / expertise / competencies are as below:

Name of the Director Areas of Expertise

Sameer Manchanda • Strategy and planning• Financial Performance• Commercial Experience• Sales and Marketing in Service/Commodity sector

Dr. Archana Niranjan Hingorani

• Strategy and planning• Financial Performance

Ajaya Chand • Strategy and planning• Financial Performance

Rajendra Dwarkadas Hingwala

• Financial Performance

Atul Sharma • Legal• Financial Performance

Anuj Jain • Information Technology

Geeta Fulwadaya • Legal

Saurabh Sancheti • Strategy and planning• Financial Performance

Sr. No. Name of Directors Category Director Identification Number (DIN)

No. of Equity Shares held as on March

31, 20201 Sameer Manchanda Promoter & Executive Director 00015459 1,75,99,2202 Dr. Archana Niranjan Hingorani

Non-Executive Directors

00028037 0

3 Ajaya Chand 02334456 64,417

4 Rajendra Dwarkadas Hingwala 00160602 05 Atul Sharma 00308698 06 Anuj Jain 08351295 07 Geeta Fulwadaya 03341926 08 Saurabh Sancheti 08349457 0


SELECTION OF INDEPENDENT DIRECTORS

Considering the requirement of skill sets on the Board, eminent people having an independent standing in their respective field / profession and who can effectively contribute to the Company’s business and policy decisions are considered by the Nomination and Remuneration Committee, for appointment, as Independent Director on the Board. The Committee, inter alia, considers qualification, positive attributes, area of expertise and number of Directorship(s) and Membership(s) held in various committees of other companies by such persons in accordance with the Company’s Policy for Selection of Directors and determining Directors’ independence. The Board considers the Committee’s recommendation and takes appropriate decision.

Every Independent Director, at the first meeting of the Board in which he / she participates as a Director and thereafter at the first meeting of the Board in every financial year, gives a declaration that he/she meets the criteria of independence as provided under the law and that he/she is not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact his / her ability to discharge his / her duties with an objective independent judgment and without any external influence.

In the opinion of the Board, the Independent Directors fulfil the conditions specified in the Listing Regulations and are independent of the management.

MEETING OF INDEPENDENT DIRECTORS

The Company’s Independent Directors met one time during the financial year 2019-20. The said meeting was conducted to enable the Independent Directors to discuss matters pertaining to the Company’s affairs and put forth their views.

BOARD MEETINGS, COMMITTEE MEETINGS AND PROCEDURES

INSTITUTIONALISED DECISION-MAKING PROCESS

The Board of Directors is the apex body constituted by shareholders for overseeing the Company’s overall functioning. The Board provides and evaluates the Company’s strategic direction, management policies and their effectiveness, and ensures that shareholders’ long-term interests are being served.

The Board has constituted six Committees, viz. Audit Committee, Nomination and Remuneration Committee, Stakeholders’ Relationship Committee, Corporate Social Responsibility Committee, Risk Management Committee and Finance Committee and is authorised to constitute other functional

Committees, from time to time, depending on business needs.

The Company’s internal guidelines for Board / Committee meetings facilitate decision-making process at its meetings in an informed and efficient manner.

SCHEDULING AND SELECTION OF AGENDA ITEMS FOR BOARD AND COMMITTEE MEETINGS

Minimum four pre-scheduled Board meetings are held annually. Additional Board meetings are convened to address specific needs of the Company. In case of business exigencies or urgency, resolutions are passed by circulation. Every quarter, the Board notes compliances of all laws applicable to the Company.

The Meetings are generally held at the Registered Office of the Company at 236, Okhla Industrial Area, Phase-III, New Delhi-110020.

The Company’s various business heads / service heads are advised to schedule their work plans well in advance, particularly with regard to matters requiring discussion / approval / decision at Board / Committee meetings. Such matters are communicated by them to the Company Secretary in advance so that they are included in the agenda for Board / Committee meetings.

The agenda and notes on agenda are circulated to Directors in advance. All material information is incorporated in the agenda for facilitating meaningful and focussed discussions at the meeting.

RECORDING MINUTES OF PROCEEDINGS AT BOARD AND COMMITTEE MEETINGS

The Company Secretary records minutes of proceedings of each Board and Committee meeting. Draft minutes are circulated to Board / Committee members for their comments as prescribed under the Secretarial Standard-1. The minutes are entered in the Minutes Book within 30 days from the conclusion of the meeting.

NUMBER OF BOARD MEETINGS

Six Board meetings were held during the financial year, as against the statutory requirement of four meetings. The details of Board meetings held are given below:

Date Board Strength No. of Directors Present

April 16, 2019 08 07

July 11, 2019 08 06

August 19, 2019 08 05

October 11, 2019 07 05

January 15, 2020 08 07

February 17, 2020 08 06


Attendance of Directors at Board Meetings, last Annual General Meeting and number of other Directorship(s) and Chairmanship(s) / Membership(s) of Committees of each Director in various Companies:

Name of theDirector

Attendance atmeetings during

2019-20

No. of Directorship in listed entities including this listed entity

as on31-03-2020

Category of Directorshipand name of the other

listed Company(s)as on 31-03-2020

No. of Membership(s) / Chairmanship(s) of Committees in other

Company(s) as on31-03-2020

Board of Directors AGM (1) (2)

Sameer Manchanda

6 Yes 1 NIL NIL

Dr. Archana NiranjanHingorani

4 No 4 i. AlembicPharmaceuticalsLimited-IndependentDirectorii. 5 Paisa CapitalLimited- Chairperson-- Independent Directoriii. Grindwell Norton Limited-Independent Director

7 (including 4 asChairperson)

Ajaya Chand 6 Yes 1 NIL NIL

*RobindraSharma

1 No N.A. N.A. N.A.

Atul Sharma 1 No 1 NIL NIL

Anuj Jain 4 No 2 Hathway Cable andDatacom Limited-Non-ExecutiveDirector

NIL

Geeta Fulwadaya 6 No 2 Hathway Cable andDatacom Limited-Non-Executive Director

NIL

Saurabh Sancheti 6 No 2 Hathway Cable andDatacom Limited-Non-ExecutiveDirector

NIL

#Rajendra Dwarkadas Hingwala

2 N.A. 2 Balkrishna Industries Limit-ed- Independent Director

1

NA- Not Applicable

(1) The Directorships, held by Directors as mentioned above, do not include directorship(s) in foreign companies , private companies and section 8 companies under the Companies Act, 2013.

(2) In accordance with Regulation 26 of the Listing Regulations, Membership(s) / Chairmanship(s) of only Audit Committees and Stakeholders’ Relationship Committees in all public limited companies have been considered.

* Ceased to be Director w.e.f. September 23, 2019.

# Appointed as Director w.e.f. December 21, 2019.

Video/tele-conferencing facility is offered to facilitate Directors to participate in the meetings.

The number of Directorship(s), Committee Membership(s) / Chairmanship(s) of all Directors is / are within the respective limits prescribed under the Companies Act, 2013 and the Listing Regulations.


COMMITTEESDETAILS OF THE COMMITTEES AND OTHER RELATED INFORMATION ARE PROVIDEDHEREUNDER:Composition of Committees of the Company

Audit Committee Nomination and Remuneration Committee Ajaya Chand(Chairman of the Committee)

Ajaya Chand(Chairman of the Committee)

Dr. Archana Niranjan Hingorani Sameer ManchandaSaurabh Sancheti Saurabh SanchetiAtul Sharma Dr. Archana Niranjan HingoraniStakeholders’ Relationship Committee

Corporate Social Responsibility Committee



Sameer Manchanda Sameer ManchandaDr. Archana Niranjan Hingorani Dr. Archana Niranjan HingoraniRisk Management Committee Finance CommitteeAjaya ChandChairman of the Committee)


Sameer Manchanda Sameer ManchandaSaurabh Sancheti Saurabh SanchetiDr. Archana Niranjan Hingorani Geeta Fulwadaya

Anuj Jain

The composition of the Board Committees other than the Finance Committee is in accordance with the provisions of the Listing Regulations and the Companies Act, 2013.

Mr. Jatin Mahajan, Company Secretary and Compliance Officer is the Secretary to all the Committees constituted by the Board.

Meetings of Committees held during the year and Members’ Attendance:Committees of the Company

Audit Com-

mittee

Nomi-nation

and Re-muner-

ation Com-

mittee

Corpo-rate

Social Respon-sibility

Commit-tee

Stakehold-ers’ Rela-tionship

Committee

Fi-nance Com-

mittee

Risk Man-age-ment Com-

mittee

Meetings held 5 3 1 1 1 1Members’ AttendanceAjaya Chand 5 3 1 1 1 1Dr. Archana NiranjanHingorani 1

4 N.A. 1 1 N.A. 1

Sameer Manchanda

N.A. 3 1 1 1 1

Saurabh Sancheti2 3 N.A. N.A. N.A. N.A. 1Atul Sharma3 1 N.A. N.A. N.A. N.A. N.A.

Robindra Sharma4 1 3 N.A. N.A. 0 N.A.Geeta Fulwadaya5 N.A. N.A. N.A. N.A. N.A. N.A.Anuj Jain6 N.A. N.A. N.A. N.A. N.A. N.A.Rajendra Dwarkadas Hingwala

N.A. N.A. N.A. N.A. N.A. N.A.

N.A. - Not a member of the Committee

1 Appointed as Members of Nomination and Remuneration Committee, Risk Management Committee, Corporate Social Responsibility Committee and Stakeholders Relationship Committee w.e.f. September 23, 2019.

2 Appointed as Members of Audit Committee, Nomination and Remuneration Committee, Finance Committee and Risk Management Committee w.e.f. September 23, 2019;

3, Appointed as a Member of Audit Committee w.e.f. September 23, 2019;

4. Ceased to be Members of Committees w.e.f. September 23, 2019;

5 Appointed as Members of Finance Committee w.e.f. September 23, 2019;

6 Appointed as Members of Finance Committee w.e.f. September 23, 2019;

Procedure at Committee Meetings

The Company’s guidelines relating to Board meetings are applicable to Committee meetings. Each Committee has the authority to engage outside experts, advisors and counsels to the extent it considers appropriate to assist in its functioning. Minutes of proceedings of Committee meetings are circulated to the respective committee members and placed before Board meetings for noting. The composition and terms of reference of all the committees are in compliance with the Companies Act, 2013 and Listing Regulations, as applicable. The composition of all the committees is given in this Report.

Details of Committees

Audit Committee

Terms of Reference of the Committee inter alia include the following:

l Oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

l Recommendation for appointment, remuneration and terms of appointment of auditors of the Company;

l Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

l Reviewing, with the management, the annual financial statements and auditor’s report thereon before submission to the board for approval, with particular reference to:

a. Matters required to be included in the director’s responsibility statement to be included in the board’s report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;

b. Changes, if any, in accounting policies and practices and reasons for the same;

c. Major accounting entries involving estimates based on the exercise of judgment by management;

d. Significant adjustments made in the financial statements arising out of audit findings;

e. Compliance with listing and other legal requirements relating to financial statements;

f. Disclosure of any related party transactions;


g. Modified opinion(s) in the draft audit report;

l Reviewing, with the management, the quarterly financial statements before submission to the board for approval;

l Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the board to take up steps in this matter;

l Reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit process;

l Approval or any subsequent modification of transactions of the listed entity with related parties;

l Scrutiny of inter-corporate loans and investments;

l Valuation of undertakings or assets of the Company, wherever it is necessary;

l Evaluation of internal financial controls and risk management systems;

l Reviewing, with the management, performance of statutory and internal auditors, and adequacy of the internal control systems;

l Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

l Discussion with internal auditors of any significant findings and follow up there on;

l Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

l Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

l To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, Shareholders (in case of non-payment of declared dividends) and creditors;

l To review the functioning of the whistle blower mechanism;

l Approval of appointment of Chief Financial Officer after assessing the qualifications, experience and background, etc. of the candidate;

l Reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments existing as on the date of coming into force of this provision.

l To review the following information:

1. Management discussion and analysis of financial condition and results of operations;

2. Statement of significant related party transactions (as defined by the audit committee), submitted by the management;

3. Management letters / letters of internal control weaknesses issued by the statutory auditors;

4. Internal audit reports relating to internal control weaknesses; and

5. The appointment, removal and terms of remuneration of the chief internal auditor.

l Statement of deviations:

a. Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1).

b. Annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7).

General

Members of the Audit Committee possess requisite qualifications. The representatives of Statutory Auditors are permanent invitees to the Audit Committee meetings held quarterly to approve financial statements. The representatives of Statutory Auditors, Executives from Accounts department, Finance department, Corporate Secretarial department and Internal Audit department attend the Audit Committee meetings.

During the year all the recommendations made by the Committee were accepted by the Board.

The Internal Auditor reports directly to the Audit Committee.

The Chairman of the Committee was present at the last Annual General Meeting held on September 23, 2019

Meeting Details

Five meetings of the Committee were held during the year, as against the statutory requirement of four meetings. The meetings were held on April 16, 2019, July 11, 2019, October 11, 2019, January 15, 2020 and February 17, 2020. The details of attendance of Committee members are given in this Report:-

Nomination and Remuneration Committee


l Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees;

l Formulation of criteria for evaluation of performance of independent directors and the board of directors;

l Devising a policy on diversity of board of directors;

l Identification and assessing potential individuals with respect


to their expertise, skills, attributes, personal and professional standing for appointment and re-appointment as Directors/ Independent Directors on the Board and as Key Managerial Personnel;

l Consider to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors;

l Administration of Employee Stock Option Scheme of the Company.

l Recommend to the board, all remuneration, in whatever form, payable to senior management.

The Chairman of the Committee was present at the last Annual General Meeting held on September 23, 2019.

Meeting Details

Three meetings of the Committee were held during the year as against statutory requirement of one meeting. The meetings were held on April 16, 2019; July 11, 2019; and August 19, 2019. The details of attendance of Committee members are given in this Report.

Stakeholders’ Relationship Committee


l Resolving the grievances of the security holders of the Company including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc.

l Review of measures taken for effective exercise of voting rights by shareholders.

l Review of adherence to the service standards adopted by the Company in respect of various services being rendered by the Registrar & Share Transfer Agent.

l Review of the various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the Company.

The Chairman of the Committee was present at the last Annual General Meeting held on September 23, 2019.

Meeting Details

During the year, one meeting of the Committee was held on January 15, 2020. The details of attendance of Committee members are given in this Report.

Investor Grievance Redressal

The number of complaints received and resolved to the satisfaction of investors during the year and their break-up is as under:

Type of Complaints Received duringthe financial year

2019-20

Redressed during the financial year

2019-20

Pending as onMarch 31, 2020

Transfer of securities 5 5 0Total 5 5 0

As on March 31, 2020, no complaints were outstanding.

Compliance Officer

Mr. Jatin Mahajan, Company Secretary, is the Compliance Officers for complying with requirements of Securities Laws.

Corporate Social Responsibility Committee


l To formulate and recommend to the Board, a Corporate Social Responsibility (CSR) policy which shall indicate the activities to be undertaken by the Company as per the Companies Act, 2013;

l To review and recommend the amount of expenditure to be incurred on the CSR related activities to be undertaken by the Company;

l To institute a transparent monitoring mechanism for the implementation of the CSR projects, programs and activities undertaken by the Company from time to time;

l To oversee the implementation of Policies contained in the Business Responsibility Policy Manual and to make any amendments/modifications, as may be required, from time to time and review and recommend Business Responsibility Reports (BRR) to the Board of Directors for its approval;

l Any other matter as the CSR Committee may deem appropriate after approval of the Board of Directors or as may be directed by the Board of Directors from time to time.

Meeting Details


Risk Management Committee


Risk identification and assessment:

l Periodic assessment to identify significant risks for the Company and prioritizing the risks for action including review of cyber security and related risks.

l Mechanisms for identification and prioritization of risks include risk survey, business risk environment scanning and focused discussions

l Risk survey and functions shall be conducted before the annual strategy exercise. Risk measurement, mitigation and monitoring:

l Review of top risks in Risk Council (consisting of CFO and COO) and Risk Management Committee covering risk level, trend line, exposure, potential impact and progress of key mitigation actions

l The trend line assessment of top risks, analysis of exposure and potential impact shall be carried out.

l Mitigation plans shall be finalized, owners shall be identified


and progress of mitigation actions shall be monitored and reviewed.

Risk Reporting:

l Top risks report outlining the risk level, trend line, exposure, potential impact and status of mitigation actions shall be discussed on a periodic basis.

l Risk update shall be provided to the Board.

l Entity level risks such as project risks, account level risks shall be reported and discussed at appropriate levels of the organization.

Integration with strategy and business planning:

l Identified risks shall be used as one of the key inputs for the development of strategy and business plan.

l Review of progress of Enterprise Risk Management implementation.

Meeting Details


Finance Committee


l to review the Company’s financial policies and procedures;

l to keep board informed of financial condition, requirements for funds,

l to review and recommending the Board, investment in securities for acquisition of networks and access to liquidity;

l considering and advising the Board concerning the Company sources and uses of funds, including re-commendation payment of dividends to shareholders;

l review banking arrangements and cash management;

l authorisation to approach financial institution(s)/banks for raising funds and securing credit limits/facilities and enter into agreement up-to limit of Rs. 750 Crores (Rupees Seven Hundred Fifty Crores) with financial instruction(s)/banks including issuance of letter of comfort/ providing securities etc.,

l creation/modification of pledge in terms of sanction letter of bank(s) but not limited to opening of bank account/dematerialization account, creation of charge including execution of documents thereof in terms of sanctioned letter;

l reviewing and recommending to the Board methods and terms of external financing and other financial transactions required to achieve the Company’s objectives; and

l to approve any changes made in the annual budget;

l to review and recommending the Board, funding needs of subsidiaries from time to time;

l to approve opening of bank accounts as may require in day to day course of business including change of signatories;

l authorization to institute or defend any proceedings, administrative matters, statutory registration on behalf of the company;

l to carry out any other function as is mandated by the Board from time to time and/or enforced by any statutory notification, amendment or modification/ statutory compliance as may be applicable;

l delegate authorities from time to time to the Executives/ Authorised persons to implement the decisions of the committee;

l Other matters, as directed by the Board.

Meeting Details

During the year, one meeting of the Committee was held on June 14, 2019.

The details of attendance of Committee members are given in this Report.

PERFORMANCE EVALUATION CRITERIA FOR DIRECTORS

The Nomination and Remuneration Committee has devised criteria for evaluation of the performance of the Directors including Independent Directors. The said criteria provide certain parameters like attendance, acquaintance with business, communication inter se between board members, effective participation, domain knowledge, compliance with code of conduct, vision and strategy, benchmarks established by peers etc., which is in compliance with applicable laws, regulations and guidelines.

DIRECTORS’ REMUNERATION

REMUNERATION POLICY

The Company’s Remuneration Policy for Directors, Key Managerial Personnel and other employees is available on the website of the Company.

The Company’s remuneration policy is directed towards rewarding performance based on review of achievements periodically. The remuneration policy is in consonance with the industry practice.

REMUNERATION OF THE MANAGING DIRECTOR FOR THE FINANCIAL YEAR 2019-20

Mr. Sameer Manchanda, Chairman and Managing Director, was re-appointed for a period of three years commencing from Septem-ber 10, 2018 till September 9, 2021 on a remuneration of Rs. 3.25 Crore per annum with 10% increment on yearly basis. The said re-muneration is within the overall ceiling prescribed under Schedule V of the Companies Act, 2013 and rules made thereunder as amend-ed. Details of remuneration paid to Mr. Sameer Manchanda during the financial year 2019-20 is given below:

Rs. in millionsName of the Executive Director

Desig-nation

Salary, Perks

excluding Reimburse-

ment

ProvidentFund

Com-mission

Stock Option

Total

Sameer Manchanda

CMD 3,09,79,600 15,60,000 - - 3,25,39,600


The tenure of office of the Managing Director is for 3 (three) years from his date of appointment and can be terminated by either party by giving three months’ notice in writing. There is no separate provision for payment of severance fees.

REMUNERATION OF THE NON-EXECUTIVE DIRECTORS FOR THE FINANCIAL YEAR 2019-20

Name of the Director Sitting Fees (in Rs.)Dr. Archana Niranjan Hingorani 2,80,000Ajaya Chand 4,30,000Atul Sharma 70,000Anuj Jain 2,00,000Geeta Fulwadaya 3,00,000Saurabh Sancheti 3,40,000Robindra Sharma1 90,000Rajendra Dwarkadas Hingwala2 1,10,000

1Ceased to be a Director w.e.f. September 23, 2020; 2 Appointed as Directors w.e.f. December 21, 2019

During the year, there were no other pecuniary relationships or transactions of Non-Executive Directors with the Company. The Company has not granted any stock option to its Non-Executive Directors.

FRAMEWORK FOR MONITORING SUBSIDIARY COMPANIES

All subsidiary companies are Board managed with their Boards having the rights and obligations to manage such companies in the best interest of their stakeholders. The Company has formulated Policy for determining Material Subsidiaries.

The Company monitors performance of subsidiary companies, inter alia, by the following means:

l Financial statements, in particular investments made by subsidiary companies, are reviewed quarterly by the Company’s Audit Committee.

l Minutes of Board meetings of subsidiary companies are placed before the Company’s Boardregularly.

l A statement containing all significant transactions and arrangements entered into by subsidiary companies is placedbefore the Company’s Board.

l Presentations are made to the Company’s Board on business performance by the senior management on major subsidiaries of the Company.

The Company’s Policy for determining Material Subsidiaries is available on the website of the Company.

GENERAL BODY MEETINGS

ANNUAL GENERAL MEETINGS

The date and time of Annual General Meetings held during last three years, and the special resolution(s) passed thereat, are as follows:

Year Location Date Day Time

2016-17 Sri Sathya Sai Auditorium,Lodhi Road, Bhishm Pitamah Marg, New Delhi - 110003

September27, 2017

Wednesday 11.30 A.M.

2017-18 Kamani Auditorium,1, Copernicus Marg, New Delhi – 110001

September19, 2018

Wednesday 11.30 A.M.

2018-19 Sri Sathya Sai Auditorium,Lodhi Road, Bhishm Pitamah Marg, New Delhi - 110003

September23, 2019

Monday 11.30 A.M.

Special Resolutions passed in the last three Annual General Meetings

S. No.

Date of Annual General Meeting

Details of SpecialResolution

1 September 23, 2019 i) Re-appoint Mr. Ajaya Chand as an Independent Director ii) Re-appoint Mr. Atul Sharma as an Independent Director

2 September 19, 2018 Nil

3 September 27, 2017 Nil

EXTRA ORDINARY GENERAL MEETING OF THE COMPANY FOR THE FINANCIAL YEAR 2019-20

Location Date Day Time

PHD Chamber of Commerce and Industry, PHD House, 4/2, Siri Institutional Area, August Kranti Marg, New Delhi- 110016.

April 15, 2019 Monday 11.00 A.M.

RESOLUTION(S) PASSED THROUGH POSTAL BALLOT:

During the year under review, Shareholders of the Company have approved the resolution, stated in the below table, by requisite majority, by means of Postal Ballot, including Electronic Voting (e-voting).

S. No.

Special Resolution passed through Postal Ballot

% voted in favor of the resolution

% voted against the resolution

1. To shift the Registered Office of the Company from the National Capital Territory of Delhi & Haryana to the State of Maharashtra, i.e. within the Jurisdiction of the Registrar of Companies, Maharashtra at Mumbai.

99.99993% 0.00007%

There is no immediate proposal for passing any resolution through postal ballot.

DISCLOSURE ON MATERIALLY SIGNIFICANT RELATED PARTY TRANSACTIONS THAT MAY HAVE POTENTIAL CONFLICT WITH THE COMPANY’S INTERESTS AT LARGE

The Company’s major related party transactions are generally with its subsidiaries and associates. The related party transactions are entered into based on considerations of various business exigencies, such as synergy in operations, sectoral specialisation and the Company’s long-term strategy for sectoral investments, optimisation of market share, profitability, legal requirements, liquidity and capital resources of subsidiaries and associates.

All the contracts / arrangements / transactions entered by the


Company during the financial year with related parties were in its ordinary course of business and on an arm’s length basis.

During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on Materiality of Related Party Transactions. The Company has made full disclosure of transactions with the related parties as set out in Note 33 of Standalone Financial Statements, forming part of the Annual Report.

There were no materially significant related party transactions which could have potential conflict with interest of the Company at large.

The Company’s Policy on Materiality of Related Party Transactions and on dealing with Related

Party Transactions is put up on the Company’s website.

DETAILS OF NON-COMPLIANCE BY THE COMPANY, PENALTIES, STRICTURES IMPOSED ON THE COMPANY BY STOCK EXCHANGE OR SEBI, OR ANY STATUTORY AUTHORITY, ON ANY MATTER RELATED TO CAPITAL MARKETS, DURING THE LAST THREE YEARS

There has been no instance of non-compliance by the Company on any matter related to capital markets during the financial year under review and hence no penalty or stricture has been imposed on the Company by Stock Exchanges or Securities and Exchange Board of India (SEBI) or any other statutory authority. During the financial year 2018-19, one of the Nominee Director and a Member of the Audit Committee resigned reducing the strength of the Audit Committee to two Members. The Audit Committee was thereafter, reconstituted by inducting a new Member. The Stock Exchanges imposed fine on the Company with regard to delay in reconstitution of the Audit Committee. On submission made by the Company, the National Stock Exchange of India Ltd. has waived the fine.

WHISTLE-BLOWER POLICY

The Company promotes safe, ethical and compliant conduct of all its business activities and has put in place a mechanism for reporting illegal or unethical behaviour. The Company has a Vigil Mechanism and Whistle-blower policy under which the employees are encouraged to report violations of applicable laws and regulations and the Code of Conduct - without fear of any retaliation. The Company has constituted a grievance redressal platform wherein any employee can report or escalate unethical activities which he/she has witnessed or experienced. Employees may also report violations to the Chairman of the Audit Committee and there was no instance of denial of access to the Audit Committee. The Vigil Mechanism and Whistle-blower policy is available on the website of the Company.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company is committed to provide a work environment that ensures every employee is treated with dignity, respect and afforded equal treatment. Please refer the Business Responsibility Report which forms part of the Annual Report for more details.

ADOPTION OF MANDATORY AND DISCRETIONARY REQUIREMENTS

The Company has complied with all mandatory requirements of Regulation 34 of the Listing Regulations. The Company has adopted the following discretionary requirements of the Listing Regulations:

AUDIT QUALIFICATION

The Company is in the regime of unmodified opinions on financial statements.

REPORTING OF INTERNAL AUDITOR

The Internal Auditor directly reports to the Audit Committee.

MEANS OF COMMUNICATION

Quarterly results: The Company’s quarterly / half-yearly / annual financial results are sent to the Stock Exchanges and published in ‘Financial Express’ and ‘Jansatta’. Simultaneously, they are also available on the website of the Company.

News releases, presentations: Official news releases and official media releases are sent to Stock Exchanges and are also available on the website of the Company.

Presentations to institutional investors / analysts: Detailed presentations are made to institutional investors and financial analysts on the Company’s quarterly, half-yearly as well as annual financial results. These presentations are put on the Company’s website, as well as sent to the Stock Exchanges. No unpublished price sensitive information is discussed in meeting / presentation with institutional investors and financial analysts.

Website: The Company’s website (https://www.dennetworks.com) contains a separate dedicated section ‘Investor Relations’ where shareholders’ information is available.

Annual Report: The Annual Report containing, inter alia, Audited Financial Statement, Audited Consolidated Financial Statement, Board’s Report, Auditors’ Report and other important information is circulated to members and others entitled thereto. The Management Discussion and Analysis Report forms part of the Annual Report. The Company’s Annual Report is also available in downloadable form on the Company’s website.

Letters to Investors: The Company has also sent intimations to the shareholders holding shares in physical form, informing them about SEBI’s mandate to permit transfer of shares only in dematerialised form w.e.f. April 1, 2019.

NSE Electronic Application Processing System (NEAPS): NEAPS is a web-based application designed by NSE for corporates. All periodical and other compliance filings are filed electronically on NEAPS.

BSE Listing Centre (Listing Centre): BSE’s Listing Centre is a web-based application designed for corporates. All periodical and other compliance filings are filed electronically on the Listing Centre.

SEBI Complaints Redress System (SCORES): Investor complaints are processed at SEBI in a centralised web-based complaints redress system. The salient features of this system are centralised database of all complaints, online upload of Action Taken Reports (ATRs) by concerned companies and online viewing by investors of actions


taken on the complaints and their current status.

Designated exclusive email-IDs: The Company has designated the following email-IDs exclusively for investor servicing:

l For queries on Annual Report: [email protected]

l For queries in respect of shares in physical mode: [email protected]

GENERAL SHAREHOLDER INFORMATION

ANNUAL GENERAL MEETING

Wednesday, September 23, 2020 at 4.00 P.M. through Video Conference as set out in the Notice convening the Annual General Meeting.

DIVIDEND PAYMENT DATE

The Board of Directors of the Company have not recommended any dividend for the Financial Year ended March 31, 2020.

FINANCIAL YEAR

April 1 to March 31

FINANCIAL CALENDAR (TENTATIVE) RESULTS FOR THE QUARTER ENDING

June 30, 2020 – Fourth week of July, 2020

September 30, 2020 – Fourth week of October, 2020

December 31, 2020 – Fourth week of January, 2021

March 31, 2021 – Fourth week of April, 2021

Annual General Meeting – August/September, 2021

LISTING ON STOCK EXCHANGESEquity Shares

BSE Limited (BSE)Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400 001 Scrip Code – 533137

National Stock Exchange of India Limited (NSE) Exchange Plaza, C-1, Block G, Bandra-Kurla Complex, Bandra (East), Mumbai 400 051

Trading Symbol – DEN

ISIN: INE947J01015

PAYMENT OF LISTING FEES

Annual listing fee for the financial year 2020-21 has been paid by the Company to BSE and NSE.

PAYMENT OF DEPOSITORY FEES

Annual Custody / Issuer fee has been paid by the Company within the due date based on invoices received from the Depositories.

FEES PAID TO THE STATUTORY AUDITORS

Total fees for all services paid by the Company and its subsidiaries, on a consolidated basis, to statutory auditors of the Company and other firms in the network entity of which the statutory auditors are a part, during the year ended March 31, 2020, is Rs. 10 million.

CREDIT RATING

The details of credit ratings as on March 31, 2020 assigned by ICRA Limited (Credit Rating Agency) are as follows:

Instrument Credit RatingFund Based- Term Loans As there was no amount

outstanding against the rated term loan instrument, hence the existing rating for Fund Based- Term Loans was withdrawn.

Fund Based- Working Capital Facilities

[ICRA]AA- &; placed on watch with developing implications

Non Fund Based- Working Capital Facilities

[ICRA]A1+ &; placed on watch with developing implications

Unallocated Limits [ICRA]AA- & / [ICRA]A1+ &; placed on watch with developing implications

UTILIZATION OF FUNDS RAISED THROUGH PREFERENTIAL ALLOTMENT OR QUALIFIED INSTITUTIONS PLACEMENT AS SPECIFIED UNDER REGULATION 32 (7A)

During the financial year 2018-19, the Company has allotted on preferential basis 28,14,48,000 equity shares of Rs. 72.66 each at a premium of Rs. 62.66 per share aggregating to Rs. 20,450 million. All proceeds of preferential allotment have been temporarily invested in fixed deposits as on March 31, 2020

STOCK MARKET PRICE DATA

Month NSE (In ₹ Per share) BSE (In ₹ Per share) High price Low price High price Low price

Apr-19 78.00 62.20 73.00 62.75May-19 68.10 51.50 68.90 56.05Jun-19 60.00 45.25 60.15 45.55Jul-19 69.95 46.80 69.85 47.55Aug-19 97.70 50.90 98.00 55.00Sep-19 95.00 48.55 96.90 49.30Oct-19 53.45 46.15 53.55 47.00Nov-19 50.05 36.10 50.40 36.75Dec-19 48.45 36.25 48.50 37.00Jan-20 58.15 43.95 58.05 43.50Feb-20 67.40 46.85 67.00 48.10Mar-20 47.35 25.50 48.00 25.85

(Source: This information is compiled from the data available on the website of the BSE and NSE.)

RELATIVE PERFORMANCE OF SHARES

0.0010.0020.0030.0040.0050.0060.0070.0080.0090.00100.00

05000

1000015000200002500030000350004000045000

Closing Sensex Vs. Closing Den price

Sensex Den


0.0010.0020.0030.0040.0050.0060.0070.0080.0090.00100.00

0

2000

4000

6000

8000

10000

12000

14000

Closing NIFTY vs Closing Den

NIFTY 50 Den

REGISTRARS AND TRANSFER AGENTSKFin Technologies Private Limited(formerly known as Karvy Fintech Private Limited)Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad 500 032Tel: +91 40 67161518, Fax No.: +91 40 67161680Toll Free No.: 1800 425 8998/ 1800 345 4001(From 9:00 a.m. to 6:00 p.m.)e-mail: [email protected]: www.kfintech.com

SHARE TRANSFER SYSTEM

SEBI has mandated that, effective April 1, 2019, no share can be transferred in physical mode. Hence, the Company has stopped accepting any fresh lodgement of transfer of shares in physical form. The Company had sent communication to the shareholders encouraging them to dematerialise their holding in the Company. The Communication, inter alia, contained procedure for getting the shares dematerialised. Shareholders holding shares in physical form are advised to avail the facility of dematerialisation.

During the year, the Company had obtained, on half-yearly basis, a certificate, from a Company Secretary in Practice, certifying that all certificates have been issued within thirty days of the date of lodgement of the transfer (for cases lodged prior to April 1, 2019), sub-division, consolidation and renewal as required under Regulation 40(9) of the Listing Regulations and filed a copy of the said certificate with the Stock Exchanges.

Trading in equity shares of the Company is permitted only in dematerialised form.

SHAREHOLDING PATTERN AS ON MARCH 31, 2020

S. No. Category of Shareholding No. of Shareholders Total number of shares % of (A+B+C)

(A) Shareholding of Promoter and Promoter Group

1 Indian 12* 41,29,45,000 86.53

2 Foreign 0 0 0.00

Total Shareholding of Promoter and Promoter Group 12 41,29,45,000 86.53

(B) Public Shareholding

1 Institutions 14 52,47,449 1.10

2 Non-Institutions 12,825 5,85,73,465 12.27

Total Public Shareholding 12839 6,38,20,914 13.37

(C) Non Promoter-Non Public

Shares held by Employees Trusts 1 4,57,931 0.10

Total Non Promoter - Non Public Shareholding 1 4,57,931 0.10

Total A+B+C 12,852 47,72,23,845 100.00

* As per disclosure under Regulation 30(2) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, furnished by the promoters.


DISTRIBUTION OF SHAREHOLDING BY SIZE AS ON MARCH 31, 2020

Category (Shares) Number of Shareholders % to Shareholders No. of Shares % of Shares

1-5000 12,659 98.50 30,61,721 0.64

5001- 10000 67 0.52 5,12,540 0.11

10001- 20000 35 0.27 5,05,142 0.11

20001- 30000 24 0.19 5,94,001 0.12

30001- 40000 13 0.10 4,71,366 0.10

40001- 50000 7 0.05 3,17,838 0.07

50001- 100000 11 0.09 7,66,440 0.16

100001 & Above 36 0.28 47,09,94,797 98.69

Total: 12,852 100.00 47,72,23,845 100.00

DEMATERIALISATION OF SHARES AND LIQUIDITY

Mode of Holding No. of shares %

Shares in Demat Form

NSDL 47,28,69,566 99.09%

CDSL 41,60,123 0.87

Shares in Physical Form 1,94,156 0.04

TOTAL 47,72,23,845 100%

OUTSTANDING GDRS / WARRANTS AND CONVERTIBLE BONDS, CONVERSION DATE AND LIKELY IMPACT ON EQUITY

The Company has not issued any ADR/GDR/Warrant and Convertible Instrument during the year under review.

There is no outstanding GDR/ADR/Warrant and Convertible Instrument.

EMPLOYEE STOCK OPTIONS

Please refer Board’s Report wherein details of Employees’ Stock Options are mentioned.

COMMODITY PRICE RISKS / FOREIGN EXCHANGE RISK AND HEDGING ACTIVITIES

The Company doesn’t deal in Commodities. Further, the Company hasn’t entered in hedging contracts during the year.

CATEGORY-WISE SHAREHOLDING (%)

86.53%

1.10%

12.27%0.10%

Graphical Presentation of Shareholding Pattern

Promoter & Promoter Group

Institutions

Non-Institutions

Non Promoter-Non Public Shareholding


PLANT LOCATIONS IN INDIA

The Company is not engaged in manufacturing/ production activities.

ADDRESS FOR CORRESPONDENCE FOR SHARES HELD IN PHYSICAL FORM

KFin Technologies Private Limited

(formerly known as Karvy Fintech Private Limited)

Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad 500 032

Tel: +91 40 67161518

Fax No.: +91 40 67161680

Toll Free No.: 1800 425 8998/ 1800-345-4001

(From 9:00 a.m. to 6:00 p.m.)

e-mail: [email protected]

Website: www.kfintech.com

FOR SHARES HELD IN DEMAT FORM

Investors’ concerned Depository Participant(s) and / or KFin Technologies Private Limited.

ANY QUERY ON THE ANNUAL REPORT Jatin Mahajan236, Okhla Industrial Area, Phase-III, New Delhi-110020Ph : (+91 –011) 40522200Fax : (+91 – 011) 40522203Email: [email protected]

TRANSFER OF UNPAID / UNCLAIMED AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

The Company, during the financial year 2016-17, had transferred Share Application Money received and due for refund or unclaimed by shareholders for more than seven consecutive years or more, to Investor Education and Protection Fund (“IEPF”) pursuant to the provisions of the Companies Act, 2013. Details of Share Application Money transferred to the IEPF Authority are available on the website of IEPF Authority and the same can be accessed through the link: www.iepf.gov.in.

EQUITY SHARES IN THE SUSPENSE ACCOUNT

In terms of Regulation 39 of the Listing Regulations, the Company reports the following details in respect of equity shares lying in the suspense account which were issued in demat form:

Particulars Demat

Number of Shareholders

Number of equity shares

Aggregate Number of shareholders and the outstanding shares in the suspense account lying as on April 1, 2019

4 309

Less: Number of shareholders who approached the Company for transfer of shares (which number is the same as shares transferred from suspense account during the year)

0 0

Add: Number of shareholders and aggregate number of shares transferred to the Unclaimed Suspense Account during the year

0 0

Less: Number of shares transferred to IEPF Authority during the year

0 0

Aggregate Number of shareholders and the outstanding shares in the suspense account lying as on March 31, 2020

4 309

The voting rights on the shares in the suspense account shall remain frozen till the rightful owner claim the shares.

WEBLINKS FOR THE MATTERS REFERRED IN THIS REPORT ARE AS UNDER

Particulars Website link

Policies and Code

Code of Conduct https://www.dennetworks.com/upload/code_conduct/Code%20of%20conduct%20for%20Board%20Members%20and%20Senior%20Management%20Personnel.pdf

Familiarisation Programme for Independent Directors

https://www.dennetworks.com/upload/code_conduct/Familiarisation_Programme%20for%20Independent%20Directors.pdf

Remuneration Policy for Directors, Key Managerial Personnel and other employees

https://www.dennetworks.com/upload/code_conduct/Policy%20for%20Selection%20of%20Directors,%20Remuneration%20Policy,%20Policy%20on%20Board%20diversity%20and%20Performance-evaluation-of-IDs-and-Board.pdf

Policy for selection of Directors and determining Directors’ independence

https://www.dennetworks.com/upload/code_conduct/Policy%20for%20Selection%20of%20Directors,%20Remuneration%20Policy,%20Policy%20on%20Board%20diversity%20and%20Performance-evaluation-of-IDs-and-Board.pdf


Policy for determining Material Subsidiaries

https://www.dennetworks.com/upload/code_conduct/Policy%20on%20material%20subsidiary.pdf

Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions

https://www.dennetworks.com/upload/code_conduct/Related%20Party%20Transactions%20Policy-DEN.pdf

Policy on Determination and Disclosure of Materiality of Events and Information and Web Archival Policy

https://www.dennetworks.com/upload/code_conduct/Determination-of-meterial-event.pdf

Vigil Mechanism and Whistle- Blower Policy

https://www.dennetworks.com/upload/code_conduct/Whistle%20Blower%20Policy-DEN.pdf

Reports

Quarterly, Half-yearly and Annual Financial Results

https://www.dennetworks.com/Investor#financial-result

Presentation to institutional investors and analysts

https://www.dennetworks.com/Investor#financial-result

Annual Report https://www.dennetworks.com/Investor#annual-report

Shareholder Information

Composition of various Committees of the Board

https://www.dennetworks.com/upload/shareholderpdf/Composition%20of%20various%20committees%20of%20board%20of%20directors.pdf

Investor Contacts https://www.dennetworks.com/investor-events-roadshows#investor-contact

COMPLIANCE OF CORPORATE GOVERNANCE REQUIREMENTS SPECIFIED IN REGULATION 17 TO 27 AND REGULATION 46(2)(b) TO (i) OF LISTING REGULATIONS

Sr. No.

Particulars Regulation Compliance Status Yes /

No/N.A.

Key Compliance observed

1. Board of Directors 17 Yes • Composition and Appointment of Directors• Meetings and quorum• Review of compliance reports • Plans for orderly succession for appointments • Code of Conduct • Fees / compensation to non-executive Directors • Minimum information to be placed before the Board • Compliance Certificate by Chief Executive Officer and Chief Financial Officer • Risk assessment and risk management plan• Performance evaluation of Independent Directors• Recommendation of Board for each item of special business

2. Maximum Number of Directorships

17A Yes • Directorships in listed entities

3. Audit Committee 18 Yes • Composition • Meetings and quorum• Chairperson present at Annual General Meeting• Role of the Committee

4. Nomination and Remuneration Committee

19 Yes • Composition • Chairperson present at Annual General Meeting• Meetings and quorum• Role of the Committee

5. Stakeholders’ Relationship Committee

20 Yes • Composition • Chairperson present at Annual General Meeting• Meetings• Role of the Committee


6. Risk Management Committee

21 Yes • Composition • Meetings• Role of the Committee

7. Vigil Mechanism 22 Yes • Vigil Mechanism for Directors and employees • Adequate safeguards against victimisation• Direct access to Chairperson of Audit Committee

8. Related Party Transactions 23 Yes • Policy on Materiality of Related Party transactions and dealing with Related Party Transactions • Prior approval including omnibus approval of Audit Committee for Related Party Transactions• Periodical review of Related Party transactions • Disclosure on Related Party Transactions

9. Subsidiaries of the Company 24 Yes • Review of financial statements and investments of subsidiaries by the Audit Committee • Minutes of the Board of Directors of the subsidiaries are placed at the meeting of the Board of Directors • Significant transactions and arrangements of subsidiaries are placed at the meeting of the Board of Directors

10. Secretarial Audit 24A Yes • Annual Secretarial Audit Report and Annual Secretarial Compliance Report

11. Obligations with respect to Independent Directors

25 Yes • Maximum directorships and tenure • Meetings of Independent Directors • Cessation and appointment of Independent Directors • Familiarisation of Independent Directors • Declaration from Independent Directors that he/she meets the criteria of independence• Directors and Officers insurance for all the Independent Directors

12. Obligations with respect to employees including Senior Management, Key Managerial Personnel, Directors and Promoters

26 Yes • Memberships / Chairmanships in Committees • Affirmation on compliance of Code of Conduct by Directors and Senior Management • Disclosure of shareholding by non-executive Directors • Disclosures by Senior Management about potential conflicts of interest • No agreement with regard to compensation or profit sharing in connection with dealings in securities of the Company by Key Managerial Personnel, Director and Promoter

13. Other Corporate Governance requirements

27 Yes • Compliance with discretionary requirements • Filing of quarterly, half-yearly and yearly compliance report on Corporate Governance

14 Website 46(2)(b) to (i)

Yes • Terms and conditions of appointment of Independent Directors • Composition of various Committees of the Board of Directors • Code of Conduct of Board of Directors and Senior Management Personnel • Details of establishment of Vigil Mechanism / Whistle-blower policy • Policy on dealing with Related Party Transactions • Policy for determining material subsidiaries • Details of familiarisation programmes imparted to Independent Directors


NO DISQUALIFICATION CERTIFICATE FROM COMPANY SECRETARY IN PRACTICE

Certificate from M/s. NKJ & Associates, Practising Company Secretaries, confirming that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs, or any such other Statutory Authority, as stipulated under Regulation 34(3) of the Listing Regulations, is attached to this Report.

CEO AND CFO CERTIFICATION

The Chief Executive Officer (CEO) and the Chief Financial Officer (CFO) of the Company give annual certification on financial reporting and internal controls to the Board in terms of Regulation 17(8) of the Listing Regulations, copy of which is attached to this Report. The CEO and the CFO also give quarterly certification on financial results while placing the financial results before the Board in terms of Regulation 33(2) of the Listing Regulations.

COMPLIANCE CERTIFICATE

Certificate from M/s. NKJ & Associates, Practising Company Secretaries, confirming compliance with conditions of Corporate Governance, as stipulated under Regulation 34 of the Listing Regulations, is attached to this Report.

CERTIFICATE ON COMPLIANCE WITH CODE OF CONDUCT

I hereby confirm that the Company has obtained from all the Members of the Board and Senior Management Personnel, the affirmation that they have complied with the ‘Code of Conduct’ in respect of the financial year 2019-20.

SN SharmaChief Executive Officer

Gurugram, April 21, 2020

CERTIFICATE UNDER SCHEDULE V OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 THAT NONE OF THE DIRECTORS ON THE BOARD OF THE COMPANY HAVE BEEN DEBARRED OR DISQUALIFIED FROM BEING APPOINTED OR CONTINUING AS DIRECTORS OF COMPANIES

TO THE MEMBERS,DEN NETWORKS LIMITED236, OKHLA INDUSTRIAL AREA, PHASE III NEW DELHI DL 110020

We have reviewed the disclosures and declaration as received from the directors of Den Networks Limited (“the Company”) having CIN: L92490DL2007PLC165673, in Form MBP-1 and DIR-8 pursuant to Section 184(1) and Section 164(2) of the Companies Act, 2013 respectively and we are of the view that none of the directors on the board of the company have been debarred or disqualified from being appointed or continuing as directors of companies by the Securities and Exchange Board of India (SEBI), Ministry of Corporate Affairs (MCA) or any such other Statutory Authority.

Ensuring the eligibility for the appointment / continuity of every Director on the Board is the responsibility of the management of the Company. Our responsibility is to express an opinion based on our verification of documents submitted by directors. This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

Date: 21st April, 2020 For N. K. J & ASSOCIATESPlace: New Delhi Company Secretaries

NEELESH KR. JAIN Proprietor Membership No. FCS 5593 Certificate of Practice No. 5233 UDIN : F005593B000219831


CEO & CFO CERTIFICATION

To,

The Board of DirectorsDen Networks Limited

We, S.N. Sharma, Chief Executive Officer and Satyendra Jindal, Chief Financial Officer of DEN Networks Limited (hereinafter referred to as “Company”), responsible for the financial function and the compliance of the code of conduct of the Company, certify that:

A. We, have reviewed financial statements and the Cash Flow Statement of the Company for the financial year ended 31st March, 2020 and that to the best of our knowledge and belief:

(1) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;

(2) these statements together present a true and fair view of the Company’s affairs and are in compliance with existing accounting standards, applicable laws and regulations.

B. There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year which are fraudulent, illegal or violative of the Company’s code of conduct.

C. We accept responsibility for establishing and maintaining internal controls for financial reporting and we have evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting. We have not come across any reportable deficiencies in the design or operation of such internal controls.

D. We have indicated to the auditors and the Audit Committee that:

(1) there are no significant changes in internal control over financial reporting during the year;

(2) there are no significant changes in accounting policies during the year; and

(3) there are no instances of significant fraud of which we have become aware.

For DEN Networks Limited For DEN Networks Limited

S. N. Sharma Satyendra JindalChief Executive Officer Chief Financial Officer

Date: April 21, 2020Place: Gurugram, Haryana


CERTIFICATE OF COMPLIANCE WITH THE CONDITIONS OF CORPORATE GOVERNANCE UNDER SCHEDULE V OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

To the Members,DEN NETWORKS LIMITED236, OKHLA INDUSTRIAL AREA, PHASE III NEW DELHI 110020

1. We have reviewed the implementation of the corporate governance procedures by Den Networks Limited (“the Company”) during the year ended March 31st 2020, with the relevant records and documents maintained by the Company, furnished to us for our review and report on Corporate Governance, as approved by the Board of Directors.

2. The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited to procedure and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of the opinion on the financial statements of the Company.

3. We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has to conduct the affairs of the Company.

4. On the basis of our review and according to the best of our information and according to the explanation given to us, the company has been complying with conditions of Corporate Governance, as stipulated in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

For N.K.J & ASSOCIATESCompany Secretaries

NEELESH KR. JAIN Proprietor

Membership No. FCS 5593 Certificate of Practice No. 5233

Date: 21st April, 2020 UDIN:F005593B000219818Place: New Delhi


STANDALONEFINANCIAL

STATEMENTS


TO THE MEMBERS OF DEN NETWORKS LIMITED

Report on the Audit of Standalone Financial Statements

OpinionWe have audited the standalone financial statements of DEN NETWORKS LIMITED (“the Company”), which comprise the balance sheet as at 31 st March 2020, and the statement of Profit and Loss (including other comprehensive income), statement of changes in equity and statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as “standalone financial statements”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 st March 2020, and profit (including other comprehensive income, statement of changes in equity and its cash flows for the year ended on that date.

Basis for OpinionWe conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013 (“the Act”). Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (“ICAI”) together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit MattersKey audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements for the year ended 31st March, 2020. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key Audit Matters How our audit addressed the key audit matter(i) Investments in Equity share of Subsidiaries and AssociatesAs at 31st March 2020, the Company has total investments of Rs. 5,412.33 Million in equity shares of subsidiaries/ associates/ which constitutes 100 % of the total investments portfolio of the Company. Management regularly reviews whether there are any indication of impairment on the investment made by the company by reference to the requirement under Ind AS 36 “Impairment of Assets”, Accordingly, Management has identified impairment indication (operating losses, negative net- Worth and sustainably eroded net worth) in equity investments in subsidiaries/associates of the company with an investment of Rs. 3,212.25 Million. As a result, impairment assessment has been performed by the company by comparing the carrying value of these investments to their recoverable amount to determine whether impairment was required to be recognised.For the purpose of the above impairment testing-recoverable amount has been determined by forecasting and discounting future cash flows. The determination of recoverable amounts of investments in these subsidiaries involved judgement due to inherent uncertainty in the assumption supporting the recoverable amounts of these investments.Accordingly, the evolution of impairment of above investments is determined to be a key audit matter..

Our audit procedures included the following:• Assessing the appropriateness of the methodology applied in determining the recoverable

amount.• Assessing the assumptions around the key drivers of the cash flow forecasts including

change in business module • Discussion/evaluation of potential changes in key drivers, as compared to the previous

year with management in order to evaluate whether the inputs and assumption used are suitable.

• Testing the arithmetical accuracy of the impairment model prepared by the management.• Considered the completeness and accuracy of the disclosures, which are included in note

38 of the standalone financial statements.

Key Audit Matters How our audit addressed the key audit matter(ii) Litigations Matters & Contingent liabilitiesThe Company is subject to number of significant litigations. Major risks identified by the Company in that area relate to VAT liability on account of transfer of set top boxes, entertainment tax, and license fees liability from DOT on account of dispute to consider non- business for AGR calculation and dispute in duty assessment. The amounts of litigations may be significant and estimates of the amounts of provisions or contingent liabilities are subject to significant management judgment. (Refer Note No. 28 and 46))Due to complexity involved in these litigation matters, management’s judgment regarding recognition and measurement of provisions for these legal proceedings is inherently uncertain and might change over time as the outcomes of the legal cases are determined and it has been considered as a key audit matter.

Our audit procedures included the following • Assessing the procedures implemented by the company to identify and gather the risks it is

exposed to.• Discussion with the management on the development in theses litigations during the year

ended 31 st March, 2020.• Obtaining an understanding of the risk analysis performed by the company, with the

relating supporting documentation and studying written statements from internal / external legal experts, when applicable.

• Verification that the accounting and / or disclosures as the case may be in the standalone financial statements is in accordance with the assessment of legal counsel/management.

• Obtaining representation letter from the management on the assessment of those matters as per SA 580 (revised) - written representations.

INDEPENDENT AUDITOR’S REPORT


Other Information

The Company’s Board of Directors is responsible for the other information. The other information comprises the information included in the annual report but does not include the financial statements and our auditor’s report thereon.

Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the accounting Standards specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate implementation and maintaince of accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material

misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3) (i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the Company to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.


From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current year and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1 As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the “Annexure B” a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2 As required by Section 143(3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

(c) The Balance Sheet, the Statement of Profit and Loss including other comprehensive income, the Statement of Changes in Equity and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid standalone financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) On the basis of the written representations received from the directors as on 31 st March, 2020 taken on record by the Board of Directors, none of the directors is disqualified as on 31 st March, 2020 from being appointed as a director in terms of Section 164 (2) of the Act.

(f ) With respect to the adequacy of the internal financial

controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure A”.

(g) With respect to the other matters to be included in Auditor’s Report in accordance with the requirements of section 197(16) of the Act, as amended:

In our opinion and to the best of our information and according to the explanation given to us, the remuneration paid or by the company to its directors during the year is in accordance with the provision of section 197 of the Act.

(h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

(i) The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements. Refer Note 28 & 46 to the standalone financial statements.

(ii) The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

(iii) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

For, Chaturvedi & Shah LLPChartered AccountantsFirm’s Registration No. 101720W/W100355

Vijay NapawaliyaPartnerMembership No. 109859UDIN :20109859AAAABP8062

Place : MumbaiDate :21st April, 2020


“ANNEXURE A” TO THE INDEPENDENT AUDITOR’S REPORT

(Referred to in paragraph 2(f) under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub- section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of DEN NETWORKS LIMITED (“the Company”) as of 31 st March 2020 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditor’s Responsibility

Our responsibility is to express an opinion on the internal financial controls over financial reporting of the Company based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) issued by the Institute of Chartered Accountants of India (“ ICAI”) and the Standards on Auditing prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial

reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 st March, 2020, based on the criteria for internal financial control over financial reporting established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the ICAI.


Vijay NapawaliyaPartnerMembership No. 109859UDIN :20109859AAAABP8062

Place : MumbaiDate :21st April, 2020


“ANNEXURE B” TO THE INDEPENDENT AUDITOR’S REPORT

(Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)

(i) In respect of its property, plant and equipment:

a. The Company has maintained proper records showing full particulars, including quantitative details and situation of property, plant and equipment.

b. The Company has a program of verification of property, plant and equipment to cover all items in a phased manner over a period of three years other than set top boxes, which are in possession of customers/third parties and distribution equipment comprising overhead and underground cables. Management is of the view that it is not possible to physically verify these assets due to their nature and location. Pursuant to the program, certain property, plant and equipment were physically verified by the management during the year. According to the information and explanations given to us, the existence of set top boxes is verified on the basis of the ‘active user’ status in the system. No material discrepancies were noticed on such verification.

In our opinion, other than for physical verification of set top boxes and distribution equipment referred to above, the frequency of verification of property, plant and equipment is reasonable having regard to the size of the Company and the nature of its assets.

c. The Company does not have any immovable properties of freehold or leasehold land and building and hence reporting under clause (i)(c) of the Order is not applicable to the Company.

(ii) The Company does not have any inventory. Therefore, provision of clause (ii) of paragraph 3 of the said Order is not applicable to the company.

(iii) The Company has not granted any loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or other parties covered in the Register maintained under Section 189 of the Companies Act, 2013. Therefore, provision paragraph 3 (iii) of the Order are not applicable to the company.

(iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 185 and 186 of the Companies Act, 2013 in respect of grant of loans, making investments.

(v) According to the information and explanations given to us, the Company has not accepted any deposits from the public. The Company does not have any unclaimed deposits and accordingly the provisions of Sections 73 to 76 or any

other relevant provisions of the companies Act, 2013 are not applicable to the Company.

(vi) The maintenance of cost records has been specified by the Central Government under section 148(1) of the Companies Act, 2013. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014, as amended and the Cost Records and Audit (Telecommunication Industry) Rules prescribed by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013, and are of the opinion that, prima facie, the prescribed cost records have been made and maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(vii) According to the information and explanations given to us, in respect of statutory dues:

a. The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Employees’ State Insurance, Income-tax, Goods and Services Tax, Customs Duty, Cess and other material statutory dues applicable to it to the appropriate authorities..

b. There were no undisputed amounts payable in respect of Provident Fund, Employees’ State Insurance, Income-tax, Goods and Services Tax, Sales Tax, Service Tax, Customs Duty, Value Added Tax, Cess and other material statutory dues in arrears as at 31 st March, 2020 for a period of more than six months from the date they became payable other than the dues related to entertainment tax, the details of which are given below:

Name of Statute

Nature of Dues

Amount Involved (Rs. In million)

Period to which the amount relates

Due date

Delhi Entertain-mentTax Act, 1996

Entertain-mentTax

1.64 June 2017 Within 7 days from the expiry of each month

c. Details of dues of Sales Tax, Service Tax, Customs Duty and Value Added Tax/Goods & Service Tax which have not been deposited as on 31 st March, 2020 on account of disputes are given below:


Name of Statute Nature of Dues Forum where Dispute is pending

Period to which theamount relates

Amount unpaid

(Rs. in million)

The Uttar Pradesh Value Added Tax Act, 2008

Value Added Tax Additional Commissioner of Commercial Taxes (Appeals)

April 2012 to March 2016 387.68


Value Added Tax Commercial Tax Tribunal April 2012 to March 2013 8.39


Value Added Tax Deputy Commissioner April 2016 to March 2017 -

Central Goods and Service Tax Act, 2017

Goods and Service Tax (GST)

Deputy Commissioner April 2017 to March 2018 -

Rajasthan Value Added Tax, 2003

Value Added Tax and Central Sales Tax

Assessing Officer (AO) April 2016 to March 2017 8.97

Maharashtra Value Added Tax, 2002


Joint Commissioner of Sales Tax (Appeal)

April 2014 to March 2015 8.69

Karnataka Value Added Tax, 2003


High Court April 2008 to March 2009 25.58



Appellate Tribunal April 2009 to March 2016 243.07




Jharkhand Value Added Tax, 2004

Value Added Tax Assessing Officer (AO) April 2014 to March 2016 59.20

Kerala Value Added Tax Act, 2003





Assistant Commissioner Appeals, Commercial Taxes




Deputy Commissioner (Appeal)




High Court of Kerala April 2013 to March 2014 and April 2015 to March 2016

190.88

Delhi Value Added Tax, 2004 Value Added Tax Special Commissioner - Department of Trade & Taxes (Appeal)


Bihar Value Added Tax, 2005 Value Added Tax Assessing Officer (AO) April 2012 to March 2014 29.24

Sub Total of Sales Tax and Value Added Tax 1040.35*

Name of Statute Nature of Dues Forum where Dispute is pending

Period to which the amount relates

Amount unpaid (Rs. in

million)

Custom Act, 1962 Custom Duty Directorate of Revenue Intelligence

February 2012 to December 2016

163.90**

The Income Tax Act, 1961 Income Tax Assistant Commissioner of Income Tax

Assessment Year 2012-13 2.34

*Net of Rs. 180.69 million under protest.

** Net of Rs. 103.87 million under protest.


applicable accounting standards.

(xiv) According to the information and explanations give to us and based on our examination of the records of the Company, the Company has not made preferential allotment of shares during the year under audit. Further amount raised in the previous year have been temporarily deployed pending application of proceeds.

(xv) In our opinion and according to the information and explanations given to us, during the year the Company has not entered into any non-cash transactions with its directors or directors of its holding, subsidiary companies or associates, as applicable, or persons connected with them and hence provisions of section 192 of the Companies Act, 2013 are not applicable.

(xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.


Vijay NapawaliyaPartnerMembership No. 109859UDIN : 20109859AAAABP8062

Place :MumbaiDate :21st April, 2020

(viii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of loans or borrowings to financial institution and banks. The Company has not taken any loans or borrowing from government and has not issued any debentures during the year.

(ix) In our opinion and according to the information and explanations given to us,. the Company has not raised moneys by way of initial public offer or further public offer (including debt instruments) and no term loans raised during the year. Therefore, provision of clause (ix) of paragraph 3 of the order is not applicable to the Company.

(x) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company by its officers or employees has been noticed or reported during the year.

(xi) In our opinion and according to the information and explanations given to us, the Company has paid / provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013.

(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of the Order is not applicable.

(xiii) In our opinion and according to the information and explanations given to us, the Company is in compliance with Section 177 and 188 of the Companies Act, 2013, where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the standalone financial statements etc. as required by the


BALANCE SHEET AS AT 31ST MARCH, 2020

In terms of our report attachedFor Chaturvedi & Shah LLP For and on behalf of the Board of Directors ofChartered Accountants DEN NETWORKS LIMITED Firm Regisration Number : 101720W/W100355 Vijay Napawaliya Sameer Manchanda Ajaya Chand S.N. Sharma Partner Chairman and Managing Director Director Chief Executive OfficerMembership No. 109859 DIN No:00015459 DIN No. 02334456 Jatin Mahajan Satyendra Jindal Company Secretary Chief Financial Officer M.No: F6887

Place : Mumbai Place : GurugramDate : 21st April, 2020 Date : 21st April, 2020

(Rs. in million)Particulars Note As at As at No. 31.03.2020 31.03.2019

A. ASSETS1. Non-current assets (a) Property, plant and equipment 3A 3,637.64 5,129.14 (b) Capital work-in-progress 106.47 76.64 (c) Intangible assets 3B 25.00 50.55 (d) Financial assets (i) Investments 4 5,373.62 5,386.84 (ii) Loans 5 14.28 28.96 (e) Non current tax assets (net) 7 897.81 965.42 (f ) Deferred tax assets (net) 27B - 375.84 (g) Other non-current assets 8 564.14 513.17 Total non-current assets 10,618.96 12,526.562. Current assets (a) Financial assets (i) Investments 9 38.71 20,747.20 (ii) Trade receivables 10 3,165.31 3,291.99 (iii) Cash and cash equivalents 11 13.30 211.09 (iv) Bank balances other than cash and cash equivalents 12 21,360.65 1,421.95 (v) Loans 5 241.64 256.19 (vi) Other financial assets 6 1,361.61 1,079.51 (b) Other current assets 8 122.17 144.93 Total current assets 26,303.39 27,152.86 Total assets 36,922.35 39,679.42B. EQUITY AND LIABILITIES Equity (a) Equity share capital 13 4,767.66 4,767.66 (b) Other equity 14 22,424.60 21,567.08 Total equity 27,192.26 26,334.74 Liabilities1. Non-current liabilities (a) Financial liabilities (i) Borrowings 15 - 2,636.69 (b) Provisions 17 85.27 77.94 (c) Other non-current liabilities 18 1,608.12 2,272.03 Total non-current liabilities 1,693.39 4,986.662. Current liabilities (a) Financial liabilities (i) Borrowings 19 2,133.46 644.43 (ii) Trade payables -dues of micro enterprises and small enterprises 20 0.17 1.55 -dues of creditors other than micro enterprises and small enterprises 20 3,163.42 3,703.21 (iii) Other financial liabilities 16 1,242.20 2,963.28 (b) Provisions 17 11.09 11.26 (c) Other current liabilities 18 1,486.36 1,034.29 Total current liabilities 8,036.70 8,358.02 Total liabilities 9,730.09 13,344.68 Total equity and liabilities 36,922.35 39,679.42See accompanying notes to the financial statements 1 to 50


STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2020(Rs. in million)

Particulars Note Year ended Year ended No. 31.03.2020 31.03.2019

1. Income (a) Revenue from operations 21 11,954.83 10,093.41 (b) Other income 22 1,877.71 546.172. Total income 13,832.54 10,639.583. Expenses (a) Cost of traded items 95.30 78.59 (b) Content cost 6,056.40 5,462.21 (c) Placement fees 1,470.77 1,497.51 (d) Employee benefits expense 23 597.41 609.05 (e) Finance costs 24 310.32 556.49 (f ) Depreciation and amortisation expense 1,663.90 1,452.68 (g) Other expenses 25 2,399.59 1,666.854. Total expenses 12,593.69 11,323.385. Profit/(loss) before exceptional items and tax expense (2-4) 1,238.85 (683.80)6. Exceptional items 26 - 1,507.007. Profit / (loss) before tax (5-6) 1,238.85 (2,190.80)8. Tax expense (a) Current tax 27(A)(a) - - (b) Deferred tax 27(A)(b) 375.85 -9. Total tax expense 375.85 -10. Profit /(loss) after tax (7-9) 863.00 (2,190.80)11. Other compreshensive income (A) Items that will not be reclassified to profit or loss: (i) Re measurement Gains / (Losses) on Defined benefit plans 31 (5.48) 9.15 (ii) Income tax effect on above 27(A)(b) - - (B) Items that will be reclassified to profit or loss: - -12. Total other compreshensive income (5.48) 9.1513. Total comprehensive income for the year (10+12) 857.52 (2,181.65)14. Earnings per equity share (EPS) (Face value of Rs. 10 per share) Basic (in Rs.) 32 1.81 (9.19) Diluted (in Rs.) 1.81 (9.19)See accompanying notes to the financial statements 1 to 50




(Rs. in million)

Particulars Year ended Year ended 31.03.2020 31.03.2019

A. Cash flow from operating activities Profit / (Loss) after tax 863.00 (2,190.80) Adjustments for : Deferred Tax 375.85 - Depreciation and amortisation expense 1,663.90 1,452.68 Finance costs 310.32 556.49 Share-based payments to employees - 4.45 Provision for impairment in value of investments in subsidiary companies 28.47 - Provision for Imapirment of capital-work-in-progress 3.20 - Net (gain)/loss on foreign currency transactions and translation 0.66 10.98 Allowance on trade receivables and advances 627.90 146.37 Exceptional item - 1,507.00 (Profit)/ Loss on disposal of property, plant and equipment (21.94) 1.79 Interest income (1,446.56) (204.68) Net gain on sale of current investments /Net gain on investments desiganted at FVTPL (274.60) (265.48) Dividend income (95.26) (76.01) Liabilities/ excess provisions written back (net) (178.81) (226.78) Operating profit before working capital changes 1,856.13 716.01 Changes in working capital: Adjustments for (increase)/ decrease in operating assets: Trade receivables (359.02) (537.42) Other Receivables 643.74 (296.40) Adjustments for increase / (decrease) in operating liabilities: Trade payables (293.02) 269.81 Other Payables (438.89) (50.49) Provisions 1.68 0.08 Cash generated from operations 1,410.62 101.59 Net income tax refunds/(paid) 140.80 (180.23) Net cash flow from/ (used in) operating activities (A) 1,551.42 (78.64)B. Cash flow from investing activities Capital expenditure on property, plant and equipment including capital advances (222.09) (581.51) Proceeds from sale of property, plant and equipment 32.91 72.55 Bank balances not considered as Cash and cash equivalents - Placed (16,179.35) 207.61 Current investments not considered as Cash and cash equivalents: - Purchased (6,298.08) (41,427.90) - Proceeds from sale 27,282.52 21,513.38 Purchase/acquisition of non-current investments: - Subsidiaries (6.92) (31.71) Proceeds from disposal of non-current investments - Subsidiaries 5.00 - Dividend Received 107.41 63.86 Movement in Loans (Net) 15.71 (8.50) Advance given for investments - (13.21) Interest received 257.76 236.64 Net cash from / (used in) investing activities (B) 4,994.87 (19,968.79)

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2020


CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2020

C. Cash flow from financing activities Proceeds from issue of equity shares - 20,450.00 Share issue expenses - (39.95) Borrowings- non current - Proceeds - 2,012.50 - Repayments (4,212.21) (2,115.65) Borrowings- current (Net) 1,489.03 (398.49) Lease Liability Paid (6.29) - Fixed Deposit Pledged (Net) (3,759.35) - Finance costs (255.26) (548.33) Net cash from / (used) in financing activities (C) (6,744.08) 19,360.08 Net (decrease)/increase in cash and cash equivalents (A+B+C) (197.79) (687.35) Cash and cash equivalents as at the beginning of the year 211.09 898.44 Cash and cash equivalents as at the end of the year (See note 11)* 13.30 211.09 * Comprises: a. Cash on hand - 10.68 b. Cheques on hand - 27.53 c. Balance with scheduled banks i. in current accounts 13.30 172.88 13.30 211.09See accompanying notes to the Financial Statements 1 to 50



(Rs. in million)



STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31ST MARCH, 2020a. Equity share capital

(Rs. in million) Particulars Amount Balance at 1 April 2018 1,953.18 Changes in equity share capital during the year

Issue of equity shares (See note 37) 2,814.48

Balance at 31 March, 2019 4,767.66 Changes in equity share capital during the year

Issue of equity shares - Balance at 31 March, 2020 4,767.66

b. Other equity(Rs. in million)

Particulars Reserves and Surplus Total Securities General Equity- Retained premium reserve settled earnings employee benefits reserve

Balance at 1 April, 2018 16,516.24 202.86 90.13 (10,660.52) 6,148.71

Loss for the year - - - (2,190.80) (2,190.80)

Premium on shares issued during the year (See note 37) 17,635.52 - - - 17,635.52

Share issue expenses (39.95) - - - (39.95)

Other comprehensive income for the year - - - 9.15 9.15

ESOP compensation expense (See note 23) - - 4.45 - 4.45

ESOP on expired options transfer with in equity - - (83.39) 83.39 -

Balance at 31 March, 2019 34,111.81 202.86 11.19 (12,758.78) 21,567.08

Profit for the year - - - 863.00 863.00

Other Comprehensive income for the year - - - (5.48) (5.48)

ESOP on expired options transfer with in equity - - (11.19) 11.19 -

Balance at 31 March, 2020 34,111.81 202.86 - (11,890.07) 22,424.60

See accompanying notes to the financial statements 1 to 50




DEN NETWORKS LIMITED

1. Corporate information

DEN NETWORKS LIMITED (hereinafter referred to as ‘the Company’ or ‘DEN’) was incorporated in India on 10 July, 2007 and is primarily engaged in distribution of television channels through digital cable distribution network. The Company is having its registered office at 236, Okhla Industrial Area, Phase III, New Delhi - 110020.

The Company changed its status from a Private Limited Company to a Public Limited Company on 15 April, 2008 thereby changing its name to DEN Digital Entertainment Networks Limited. Subsequently, the Company changed its name to DEN Networks Limited on 27 June, 2008. The equity shares of the Company are listed on two of the stock exchanges in India i.e NSE and BSE.

2. Significant accounting policies

2.01 Basis of preparation

(i) Statement of Compliance

The financial statements comply in all material aspects with Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Companies Act, 2013 (the Act) read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, and other accounting principles generally accepted in India.

(ii) Basis of preparation and presentation

The standalone financial statements have been prepared on the historical cost basis except for certain financial instruments that are measured at fair values at the end of each reporting period, as explained in the accounting policies below.

Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Company takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. Fair value for measurement and/or disclosure purposes in these financial statements is determined on such a basis, except for share-based payment transactions that are within the scope of Ind AS 102 Share based payments, leasing transactions that are within the scope of Ind AS 116 Leases, and measurements that have some similarities to fair value but are not fair value, such as net realisable value in Ind AS 2 Inventories or value in use in Ind AS 36 Impairment of Assets.

In addition, for financial reporting purposes, fair value measurements are categorised into Level 1, 2, or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows:

• Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date;

• Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and

• Level 3 inputs are unobservable inputs for the assets or liability.

2.02 Cash and cash equivalents

Cash comprises cash on hand and demand deposits with banks. Cash equivalents are short-term balances (with an original maturity of three months or less from the date of acquisition) and highly liquid investments that are readily convertible into known amounts of cash and which are subject to insignificant risk of changes in value.

2.03 Cash flow statement

Cash flows are reported using indirect method, whereby Profit/(loss) after tax reported under Statement of Profit and loss is adjusted for the effects of transactions of non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from operating, investing and financing activities of the Company are segregated based on available information.

2.04 Property, plant and equipment

All the items of property, plant and equipment are stated at historical cost net of Input tax credit less depreciation and impairment losses. Historical cost includes expenditure that is directly attributable to the acquisition of the items.

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The carrying amount of any component accounted for as a separate asset is derecognised when replaced. All other repairs and maintenance are charged to profit or loss during the reporting period in which they are incurred.

Depreciation is recognised so as to write off the cost of assets less their residual values over their useful lives, using the straight-line method. The estimated useful life is taken in accordance with Schedule II to the Companies Act, 2013 except in respect of the following categories of assets, in whose case the life of the assets has been assessed based on technical advice, taking into account the nature of the asset, the estimated usage of the asset, the operating conditions of the asset, past history of replacement, anticipated

NOTES TO THE FINANCIAL STATEMENTS


technological changes, manufacturers warranties and maintenance support, etc. The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.

a. Headend and distribution 6 -15 years equipment

b. Set top boxes (STBs) 8 years

c. Computers 6 years

d. Office and other equipment 3 years

e. Furniture and fixtures 3 to 10 years

f. Vehicles 6 years

g. Leasehold improvements Lower of the useful life and the remaining

period of the lease.

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in profit or loss.

Transition to Ind AS

The Comapny had elected to continue with the carrying value of all of its property, plant and equipment recognised as of 1 April, 2015 (transition date) measured as per the previous GAAP and use that carrying value as its deemed cost as of the transition date.

2.05 Intangible assets

Intangible assets acquired separately

Intangible assets with finite useful lives that are acquired separately are carried at cost less accumulated amortisation and accumulated impairment losses. Amortisation is recognised on a straight-line basis over their estimated useful lives. The estimated useful life and amortisation method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis. Intangible assets with indefinite useful lives that are acquired separately are carried at cost less accumulated impairment losses.

Distribution network rights and non compete fees represents amounts paid to local cable operators/distributors to acquire rights over a particular area for a specified period of time. Other intangible assets include software.

Derecognition of intangible assets

An intangible asset is derecognised on disposal, or when no future economic benefits are expected from use or disposal. Gains or losses arising from derecognition of an intangible asset, measured as the difference between the net disposal proceeds and the carrying amount of the asset, are

recognised in profit or loss when the asset is derecognised.

Useful lives of intangible assets

Estimated useful life of the intangible assets are:

a. Distribution network rights 5 years

b. Software 5 years

c. Non compete fees 5 years


The comapny had elected to continue with the carrying value of all of its intangible assets recognised as of 1 April, 2015 (transition date) measured as per the previous GAAP and use that carrying value as its deemed cost as of the transition date.

2.06 Impairment of tangible and intangible assets

At the end of each reporting period, the Company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). When it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs. When a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified.

Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment at least annually, and whenever there is an indication that the asset may be impaired.

Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss.

When an impairment loss subsequently reverses, the carrying amount of the asset (or a cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss.



2.07 Revenue recognition

The Company derives revenues primarily by providing service in respect of distribution of television channels through digital cable distribution network.

Revenue is recognized on satisfaction of performance obligation upon transfer of promised products or services to customers in an amount that reflects the consideration which the Company expects to receive in exchange for those products or services.

Generally, control is transfer upon shipment of products to the customer or when the product is made available to the customer, provided transfer of title to the customer occurs and the Company has not retained any significant risks of ownership or future obligations with respect to the product shipped.

Service revenue comprises:

(i) Subscription income from digital and analog subscribers, placement of channels, advertisement revenue, fees for rendering management, technical and consultancy services and other related services.

(ii) Activation fees on Set top boxes (STBs) is deferred and recognized over the period of customer relationship on activation of boxes.

(iii) Amounts billed for services in accordance with contractual terms but where revenue is not recognized, have been classified as advance billing and disclosed under current liabilities.

Revenue is measured at the amount of consideration which the company expects to be entitled to in exchange for transferring distinct product or services to a customer as specified in the contract, excluding amounts collected on behalf of third parties (for example taxes and duties collected on behalf of the government). Consideration is generally due upon satisfaction of performance obligations and a receivable is recognized when it becomes unconditional.

Revenue in excess of invoicing are classified as contract assets (“unbilled revenue”) while invoicing in excess of revenues are classified as contract liabilities (“unearned and deferred revenue”).

2.08 Other income

Dividend income and interest income

Dividend income from investments is recognised when the shareholder’s right to receive payment has been established (provided that it is probable that the economic benefits will flow to the Company and the amount of income can be measured reliably).

Interest income from a financial assets is recognised when it is probable that the economic benefits will flow to the Company and the amount of income can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly

discounts estimated future cash receipts through the expected life of the financial asset to that asset’s net carrying amount on initial recognition.

2.09 Share-based payment arrangements

Share-based payment transactions of the Company

Equity-settled share-based payments to employees and others providing similar services are measured at the fair value of the equity instruments at the grant date. Details regarding the determination of the fair value of equity-settled share-based transactions are set out in note 34.

The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Company’s estimate of equity instruments that will eventually vest, with a corresponding increase in equity. At the end of each reporting period, the Company revises its estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognised in profit or loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to the equity-settled employee benefits reserve.

2.10 Foreign Currencies

The functional currency for the Company is determined as the currency of the primary economic environment in which it operates. For the Company, the functional currency is the local currency of the country in which it operates, which is INR.

Transactions in foreign currencies are recorded at the exchange rate prevailing on the date of transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency closing rates of exchange at the reporting date.

Exchange differences arising on settlement or translation of monetary items are recognised in Statement of Profit and Loss except to the extent of exchange differences which are regarded as an adjustment to interest costs on foreign currency borrowings that are directly attributable to the acquisition or construction of qualifying assets which are capitalised as cost of assets.

Non-monetary items that are measured in terms of historical cost in a foreign currency are recorded using the exchange rates at the date of the transaction. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was measured. The gain or loss arising on translation of non-monetary items measured at fair value is treated in line with the recognition of the gain or loss on the change in fair value of the item (i.e. translation differences on items whose fair value gain or loss is recognised in Other Comprehensive Income or Statement of Profit and Loss are also recognised in Other Comprehensive Income or Statement of Profit and Loss, respectively).

In case of an asset, expense or income where a non-monetary



advance is paid/received, the date of transaction is the date on which the advance was initially recognised. If there were multiple payments or receipts in advance, multiple dates of transactions are determined for each payment or receipt of advance consideration.

Treatment of exchange differences

The exchange differences on monetary items are recognised in Profit or Loss in the period in which they arise.

2.11 Financial instruments

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instruments.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.

Investment in subsidiaries

A subsidiary is an entity controlled by the Company. Control exists when the Company has power over the entity, is exposed, or has rights to variable returns from its involvement with the entity and has the ability to affect those returns by using its power over the entity. Power is demonstrated through existing rights that give the ability to direct relevant activities, those which significantly affect the entity’s returns. Investments in subsidiaries are carried at cost less impairment. Cost comprises price paid to acquire the investment and directly attributable cost.

Investment in associates

An associate is an entity over which the Company has significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies.

The investment in associates are carried at cost less impairment. The cost comprises price paid to acquire the investment and directly attributable cost.


The Company had elected to continue with the carrying value of all of its equity invetsments as of 1 April, 2015 (transition date) measured as per the previous GAAP and use that carrying value as its deemed cost as of the transition date.

Financial assets

All regular way purchases or sales of financial assets are recognised and derecognised on a trade date basis. Regular

way purchases or sales are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the marketplace.

All recognised financial assets are subsequently measured in their entirety at either amortised cost or fair value, depending on the classification of the financial assets.

Classification of financial assets

Debt instruments that meet the following conditions are subsequently measured at amortised cost (except for debt instruments that are designated as at fair value through profit or loss on initial recognition):

• the asset is held within a business model whose objective is to hold assets in order to collect contractual cash flows; and

• the contractual terms of the instrument give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Debt instruments that meet the following conditions are subsequently measured at fair value through other comprehensive income (except for debt instruments that are designated as at fair value through profit or loss on initial recognition):

• the asset is held within a business model whose objective is achieved both by collecting contractual cash flows and selling financial assets; and


Interest income is recognised in profit or loss for FVTOCI debt instruments. For the purposes of recognising foreign exchange gains and losses, FVTOCI debt instruments are treated as financial assets measured at amortised cost. Thus, the exchange differences on the amortised cost are recognised in profit or loss and other changes in the fair value of FVTOCI financial assets are recognised in other comprehensive income and accumulated under the heading of ‘Reserve for debt instruments through other comprehensive income’. When the investment is disposed of, the cumulative gain or loss previously accumulated in this reserve is reclassified to profit or loss.

All other financial assets are subsequently measured at fair value.

Effective interest method

The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected



life of the debt instrument, or, where appropriate, a shorter period, to the net carrying amount on initial recognition.

Income is recognised on an effective interest basis for debt instruments other than those financial assets classified as at FVTPL. Interest income is recognised in profit or loss and is included in the “Other income” line item.

Investments in equity instruments at FVTOCI

On initial recognition, the Company can make an irrevocable election (on an instrument-by-instrument basis) to present the subsequent changes in fair value in other comprehensive income pertaining to investments in equity instruments. This election is not permitted if the equity investment is held for trading. These elected investments are initially measured at fair value plus transaction costs. Subsequently, they are measured at fair value with gains and losses arising from changes in fair value recognised in other comprehensive income and accumulated in the ‘Reserve for equity instruments through other comprehensive income’. The cumulative gain or loss is not reclassified to profit or loss on disposal of the investments.

A financial asset is held for trading if:

• it has been acquired principally for the purpose of selling it in the near term; or

• on initial recognition it is part of a portfolio of identified financial instruments that the Company manages together and has a recent actual pattern of short-term profit-taking; or

• it is a derivative that is not designated and effective as a hedging instrument or a financial guarantee.

Financial assets at fair value through profit or loss (FVTPL)

Investments in equity instruments are classified as at FVTPL, unless the Company irrevocably elects on initial recognition to present subsequent changes in fair value in other comprehensive income for investments in equity instruments which are not held for trading.

Debt instruments that do not meet the amortised cost criteria or FVTOCI criteria (see above) are measured at FVTPL. In addition, debt instruments that meet the amortised cost criteria or the FVTOCI criteria but are designated as at FVTPL are measured at FVTPL.

A financial asset that meets the amortised cost criteria or debt instruments that meet the FVTOCI criteria may be designated as at FVTPL upon initial recognition if such designation eliminates or significantly reduces a measurement or recognition inconsistency that would arise from measuring assets or liabilities or recognising the gains and losses on them on different bases. The Company has not designated any debt instrument as at FVTPL.

Financial assets at FVTPL are measured at fair value at the end of each reporting period, with any gains or losses arising on remeasurement recognised in profit or loss. The net gain or loss recognised in profit or loss incorporates any dividend

or interest earned on the financial asset and is included in the ‘Other income’ line item. Dividend on financial assets at FVTPL is recognised when the Company’s right to receive the dividends is established, it is probable that the economic benefits associated with the dividend will flow to the entity, the dividend does not represent a recovery of part of cost of the investment and the amount of dividend can be measured reliably.

Impairment of financial assets

The Company applies the expected credit loss model for recognising impairment loss on financial assets measured at amortised cost, lease receivables, trade receivables and other contractual rights to receive cash or other financial assets and financial guarantees not designated as at FVTPL.

For trade receivables or any contractual right to receive cash or another financial assets that result from transactions that are within the scope of Ind AS 115, the Company always measures the loss allowance at an amount equal to lifetime expected credit losses.

Further, for the purpose of measuring lifetime expected credit loss allowance for trade receivables, the Company has used a practical expedient as permitted under Ind AS 109. This expected credit loss allowance is computed based on a provision matrix which takes into account historical credit loss experience and adjusted for forward-looking information.

Derecognition of financial assets

The Company derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party. If the Company neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Company recognises its retained interest in the asset and an associated liability for amounts it may have to pay. If the Company retains substantially all the risks and rewards of ownership of a transferred financial asset, the Company continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds received.

On derecognition of a financial asset in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss that had been recognised in other comprehensive income and accumulated in equity is recognised in profit or loss if such gain or loss would have otherwise been recognised in profit or loss on disposal of that financial asset.

On derecognition of a financial asset other than in its entirety (e.g. when the Company retains an option to repurchase part of a transferred asset), the Company allocates the previous carrying amount of the financial asset between the part it continues to recognise under continuing involvement, and the part it no longer recognises on the basis of the



relative fair values of those parts on the date of the transfer. The difference between the carrying amount allocated to the part that is no longer recognised and the sum of the consideration received for the part no longer recognised and any cumulative gain or loss allocated to it that had been recognised in other comprehensive income is recognised in profit or loss if such gain or loss would have otherwise been recognised in profit or loss on disposal of that financial asset. A cumulative gain or loss that had been recognised in other comprehensive income is allocated between the part that continues to be recognised and the part that is no longer recognised on the basis of the relative fair values of those parts.

Foreign exchange gains and losses

The fair value of financial assets denominated in a foreign currency is determined in that foreign currency and translated at the spot rate at the end of each reporting period.

For foreign currency denominated financial assets measured at amortised cost and FVTPL, the exchange differences are recognised in profit or loss except for those which are designated as hedging instruments in a hedging relationship.

2.12 Financial liabilities and equity instruments

Classification as debt or equity

Debt and equity instruments issued by the Company are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by a Company entity are recognised at the proceeds received, net of direct issue costs.

Repurchase of the Company’s own equity instruments is recognised and deducted directly in equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the Company’s own equity instruments.

Financial liabilities

All financial liabilities are subsequently measured at amortised cost using the effective interest method or at FVTPL.

However, financial liabilities that arise when a transfer of a financial asset does not qualify for derecognition or when the continuing involvement approach applies, financial guarantee contracts issued by the Company, and commitments issued by the Company to provide a loan at below-market interest rate are measured in accordance with the specific accounting policies set out below.

a) Financial liabilities at FVTPL

Financial liabilities are classified as at FVTPL when the

financial liability is either contingent consideration recognised by the Company as an acquirer in a business combination to which Ind AS 103 applies or is held for trading or it is designated as at FVTPL.

A financial liability is classified as held for trading if:

• it has been incurred principally for the purpose of repurchasing it in the near term; or

• on initial recognition it is part of a portfolio of identified financial instruments that the Company manages together and has a recent actual pattern of short-term profit-taking; or

• it is a derivative that is not designated and effective as a hedging instrument.

A financial liability other than a financial liability held for trading or contingent consideration recognised by the Company as an acquirer in a business combination to which Ind AS 103 applies, may be designated as at FVTPL upon initial recognition if:

• such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise;

• the financial liability forms part of a group of financial assets or financial liabilities or both, which is managed and its performance is evaluated on a fair value basis, in accordance with the Company’s risk management or investment strategy, and information about the grouping is provided internally on that basis; or

• it forms part of a contract containing one or more embedded derivatives, and Ind AS 109 permits the entire combined contract to be designated as at FVTPL.

Financial liabilities at FVTPL are stated at fair value, with any gains or losses arising on remeasurement recognised in profit or loss. The net gain or loss recognised in profit or loss incorporates any interest paid on the financial liability and is included in the ‘Other income’ line item.

However, for non-held-for-trading financial liabilities that are designated as at FVTPL, the amount of change in the fair value of the financial liability that is attributable to changes in the credit risk of that liability is recognised in other comprehensive income, unless the recognition of the effects of changes in the liability’s credit risk in other comprehensive income would create or enlarge an accounting mismatch in profit or loss, in which case these effects of changes in credit risk are recognised in profit or loss. The remaining amount of change in the fair value of liability is always recognised in profit or loss. Changes in fair value attributable to a financial liability’s credit risk that are recognised in other comprehensive income are reflected immediately in retained earnings and are not subsequently reclassified to profit or loss.

b) Financial liabilities subsequently measured at amortised cost

Financial liabilities that are not held-for-trading and are not designated as at FVTPL are measured at amortised cost at the end of subsequent accounting periods. The carrying amounts of financial liabilities that are subsequently measured at



amortised cost are determined based on the effective interest method. Interest expense that is not capitalised as part of costs of an asset is included in the ‘Finance costs’ line item.

The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or (where appropriate) a shorter period, to the net carrying amount on initial recognition.

c) Foreign exchange gains and losses

For financial liabilities that are denominated in a foreign currency and are measured at amortised cost at the end of each reporting period, the foreign exchange gains and losses are determined based on the amortised cost of the instruments and are recognised in ‘Other income’.

The fair value of financial liabilities denominated in a foreign currency is determined in that foreign currency and translated at the spot rate at the end of the reporting period. For financial liabilities that are measured as at FVTPL, the foreign exchange component forms part of the fair value gains or losses and is recognised in profit or loss.

d) Derecognition of financial liabilities

The Company derecognises financial liabilities when, and only when, the Company’s obligations are discharged, cancelled or have expired. An exchange between with a lender of debt instruments with substantially different terms is accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability. Similarly, a substantial modification of the terms of an existing financial liability (whether or not attributable to the financial difficulty of the debtor) is accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability. The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable is recognised in profit or loss.

2.13 Employee benefit costs

Retirement benefits costs and termination benefits

Payments to defined contribution retirement benefit plans are recognised as an expense when employees have rendered service entitling them to the contributions:

For defined benefit retirement benefit plans, the cost of providing benefits is determined using the projected unit credit method, with actuarial valuations being carried out at the end of each annual reporting period. Remeasurement, comprising actuarial gains and losses, the effect of the changes to the asset ceiling (if applicable) and the return on plan assets (excluding net interest), is reflected immediately in the balance sheet with a charge or credit recognised in

other comprehensive income in the period in which they occur. Remeasurement recognised in other comprehensive income is reflected immediately in retained earnings and is not reclassified to profit or loss. Past service cost is recognised in profit or loss in the period of a plan amendment. Net interest is calculated by applying the discount rate at the beginning of the period to the net defined benefit liability or asset. Defined benefit costs are categorised as follows:

a. service cost (including current service cost, past service cost, as well as gains and losses on curtailments and settlements);

b. net interest expense or income; and

c. remeasurement

The Company presents the first two components of defined benefit costs in profit or loss in the line item ‘Employee benefits expense’. Curtailment gains and losses are accounted for as past service costs.

The retirement benefit obligation recognised in the balance sheet represents the actual deficit or surplus in the Company’s defined benefit plans. Any surplus resulting from this calculation is limited to the present value of any economic benefits available in the form of refunds from the plans or reductions in future contributions to the plans.

A liability for a termination benefit is recognised at the earlier of when the entity can no longer withdraw the offer of the termination benefit and when the entity recognises any related restructuring costs.

Short-term and other long-term employee benefits

A liability is recognised for benefits accruing to employees in respect of wages and salaries, annual leave and sick leave in the period the related service is rendered at the undiscounted amount of the benefits expected to be paid in exchange for that service.

Liabilities recognised in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related service.

Liabilities recognised in respect of other long-term employee benefits are measured at the present value of the estimated future cash outflows expected to be made by the Company in respect of services provided by employees up to the reporting date.

Contributions from employees or third parties to defined benefit plans

Discretionary contributions made by employees or third parties reduce service cost upon payment of these contributions to the plan.

When the formal terms of the plans specify that there will be contributions from employees or third parties, the accounting depends on whether the contributions are linked to service, as follows:



• If the contributions are not linked to services (e.g. contributions are required to reduce a deficit arising from losses on plan assets or from actuarial losses), they are reflected in the remeasurement of the net defined benefit liability (asset).

• If contributions are linked to services, they reduce service costs. For the amount of contribution that is dependent on the number of years of service, the Company reduces service cost by attributing the contributions to periods of service using the attribution method required by Ind AS 19 for the gross benefits. For the amount of contribution that is independent of the number of years of service, the Company reduces service cost in the period in which the related service is rendered / reduces service cost by attributing contributions to the eployees’ periods of service in accordance with Ind AS 19.

2.14 Segment information

The Company determines reportable segment based on information reported to the Chief Operating Decision Maker (CODM) for the purposes of resource allocation and assessment of segmental performance. The CODM evaluates the Company’s performance and allocates resources based on an analysis of various performance indicators by business segments. The accounting principles used in the preparation of the financial statements are consistently applied to record revenue and expenditure in individual segments.

2.15 Leases

On April 1, 2019, the Company adopted Ind AS 116 - Leases.

The Company evaluates if an arrangement qualifies to be a lease as per the requirements of Ind AS 116. Identification of a lease requires significant judgement. The Company uses significant judgement in assessing the lease term (including anticipated renewals) and the applicable discount rate. The Company determines the lease term as the non-cancellable period of a lease, together with both periods covered by an options to extend the lease if the Company is reasonably certain to exercise that options; and periods covered by an option to terminate the lease if the Company is reasonably certain not to exercise that options. In assessing whether the company is reasonably certain to exercise an option to extend a lease, or not to exercise an option to terminate a lease, it considers all relevant facts and circumstances that crate an economic incentive for the Company to exercise the option to extend the lease, or not to exercise the option to terminate the lease. The Company revises the lease term if there is a change in the non-cancellable period of a lease. The discount rate is generally based on the incremental borrowing rate specific to the lease being evaluated or for a portfolio of leases with similar characteristics.

The Company as a lessee

The Company’s lease asset classes primarily consist of leases for land and buildings. The Company assesses whether a contract contains a lease, at inception of a contract. A contract

is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Company assesses whether: (i) the contract involves the use of an identified asset (ii) the Company has substantially all of the economic benefits from use of the asset through the period of the lease and (iii) the Company has the right to direct the use of the asset.

At the date of commencement of the lease, the Company recognizes a right-of-use asset (“ROU”) and a corresponding lease liability for all lease arrangements in which it is a lessee, except for leases with a term of twelve months or less (short-term leases) and low value leases. For these short-term and low value leases, the Company recognizes the lease payments as an operating expense on a straight-line basis over the term of the lease.

Certain lease arrangements includes the options to extend or terminate the lease before the end of the lease term. ROU assets and lease liabilities includes these options when it is reasonably certain that they will be exercised.

The right-of-use assets are initially recognized at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or prior to the commencement date of the lease plus any initial direct costs less any lease incentives. They are subsequently measured at cost less accumulated depreciation and impairment losses.

Right-of-use assets are depreciated from the commencement date on a straight-line basis over the shorter of the lease term and useful life of the underlying asset. Right of use assets are evaluated for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. For the purpose of impairment testing, the recoverable amount (i.e. the higher of the fair value less cost to sell and the value-in-use) is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets. In such cases, the recoverable amount is determined for the Cash Generating Unit (CGU) to which the asset belongs.

The lease liability is initially measured at amortized cost at the present value of the future lease payments. The lease payments are discounted using the interest rate implicit in the lease or, if not readily determinable, using the incremental borrowing rates in the country of domicile of these leases. Lease liabilities are remeasured with a corresponding adjustment to the related right of use asset if the Company changes its assessment if whether it will exercise an extension or a termination option.

The discount rate is generally based on the incremental borrowing rate specific to the lease being evaluated or for a portfolio of leases with similar characteristics.

Lease liability and ROU asset have been separately presented in the Balance Sheet and lease payments have been classified as financing cash flows.



The Company as a lessor

Leases for which the Company is a lessor is classified as a finance or operating lease. Whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee, the contract is classified as a finance lease. All other leases are classified as operating leases.

When the Company is an intermediate lessor, it accounts for its interests in the head lease and the sublease separately. The sublease is classified as a finance or operating lease by reference to the right- of-use asset arising from the head lease.

For operating leases, rental income is recognized on a straight line basis over the term of the relevant lease.

2.16 Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.

Interest income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation.

All other borrowing costs are recognised in profit or loss in the period in which they are incurred.

2.17 Earnings per share

Basic earnings per share is computed by dividing the profit / (loss) after tax (including the post tax effect of exceptional items, if any) by the weighted average number of equity shares outstanding during the year. Diluted earnings per share is computed by dividing the profit / (loss) after tax (including the post tax effect of exceptional items, if any) as adjusted for dividend, interest and other charges to expense or income (net of any attributable taxes) relating to the dilutive potential equity shares, by the weighted average number of equity shares considered for deriving basic earnings per share and the weighted average number of equity shares which could have been issued on the conversion of all dilutive potential equity shares. Potential equity shares are deemed to be dilutive only if their conversion to equity shares would decrease the net profit per share from continuing ordinary operations. Potential dilutive equity shares are deemed to be converted as at the beginning of the period, unless they have been issued at a later date. The dilutive potential equity shares are adjusted for the proceeds receivable had the shares been actually issued at fair value (i.e. average market value of the outstanding shares). Dilutive potential equity shares are determined independently for each period presented. The number of equity shares and potentially dilutive equity shares are adjusted for employee share options and bonus shares, if any, as appropriate.

2.18 Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from ‘profit before tax’ as reported in the Statement of Profit and Loss because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The Company’s current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax

Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the Financial Statements and the corresponding tax bases used in the computation of taxable profit.

Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally recognised for all deductible temporary differences, carry forward tax losses and allowances to the extent that it is probable that future taxable profits will be available against which those deductible temporary differences, carry forward tax losses and allowances can be utilised. Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates that have been enacted or substantively enacted by the end of the reporting period. The carrying amount of Deferred tax liabilities and assets are reviewed at the end of each reporting period.

Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The carrying amount of Deferred tax liabilities and assets are reviewed at the end of each reporting period.

2.19 Provisions

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that the Company will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material).

When some or all of the economic benefits required to settle



a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

2.19.1 Onerous contracts

Present obligations arising under onerous contracts are recognised and measured as provisions. An onerous contract is considered to exist where the Company has a contract under which the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received from the contract.

2.19.2 Restructurings

A restructuring provision is recognised when the Company has developed a detailed formal plan for the restructuring and has raised a valid expectation in those affected that it will carry out the restructuring by starting to implement the plan or announcing its main features to those affected by it. The measurement of a restructuring provision includes only the direct expenditures arising from the restructuring, which are those amounts that are both necessarily entailed by the restructuring and not associated with the ongoing activities of the entity.

2.19.3 Contingent liabilities acquired in a business combination

Contingent liabilities (if any) acquired in a business combination are initially measured at fair value at the acquisition date. At the end of subsequent reporting periods, such contingent liabilities are measured at the higher of the amount that would be recognised in accordance with Ind AS 37 and the amount initially recognised less cumulative amortisation.

2.20 Share issue expenses

Share issue expenses are adjusted against the Securities Premium Account as permissible under Section 52 of the Companies Act, 2013, to the extent any balance is available for utilisation in the Securities Premium Account. Share issue expenses in excess of the balance in the Securities Premium Account, if any is expensed in the Statement of Profit and Loss.

2.21 Insurance claims

Insurance claims are accounted for on the basis of claims admitted / expected to be admitted and to the extent that the amount recoverable can be measured reliably and it is reasonable to expect ultimate collection.

2.22 Critical accounting judgements and key sources of estimation uncertainty

Critical accounting judgements

The following are the critical judgements, apart from those involving estimations that the directors have made in the

process of applying the Company’s accounting policies and that have the most significant effect on the amounts recognised in the financial statements.

Contingent liabilities

Assessment of whether outflow embodying economic benefits is probable, possible or remote.

Control and significant influence

Whether the Company, through voting rights and potential voting rights attached to shares held, or by way of shareholders agreements or other factors, has the ability to direct the relevant activities of the subsidiaries, or jointly direct the relevant activities of its joint ventures or exercise significant influence over associates.

Key sources of estimation uncertainty

The following are the key assumptions concerning the future, and other key sources of estimation uncertainty at the end of the reporting period that may have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.

Useful lives of property, plant and equipment

The Company reviews the estimated useful lives of property, plant and equipment at the end of each reporting period. There is no such change in the useful life of the assets.

Fair value measurements and valuation processes

In estimating the fair value of an asset or liability, the Company uses market-observable data to the extent it is available. Where level 1 inputs are not available, the Company engages third party qualified valuers to perform the valuation. The management works closely with qualified external valuers to establish the appropriate valuation techniques and inputs to the model.

Defined benefit obligations

Key assumptions related to life expectancies, salary increases and withdrawal rates

Revenue recognition

See note 2.07

Impairment testing of investments

Key assumptions related to weighted average cost of capital (WACC) and long-term growth rates.

Classification of Leases

The Company evaluates if an arrangement qualifies to be a lease as per the requirements of Ind AS 116. Identification of a lease requires significant judgement. The Company uses significant judgement in assessing the lease term (including anticipated renewals) and the applicable discount rate. The Company determines the lease term as the non-cancellable period of a lease, together with both periods covered by an options to extend the lease if the Company is reasonably certain to exercise that options; and periods covered by an option to terminate the lease if the Company is reasonably



certain not to exercise that options. In assessing whether the company is reasonably certain to exercise an option to extend a lease, or not to exercise an option to terminate a lease, it considers all relevant facts and circumstances that crate an economic incentive for the Company to exercise the option to extend the lease, or not to exercise the option to terminate the lease. The Company revises the lease term if there is a change in the non-cancellable period of a lease. The discount rate is generally based on the incremental borrowing rate specific to the lease being evaluated or for a portfolio of leases with similar characteristics.

2.23 Operating Cycle

Based on the nature of activities of the Company and the normal time between acquisition of assets and their realisation in cash or cash equivalents, the Company has determined its operating cycle as 12 months for the purpose

of classification of its assets and liabilities as current and non-current.

2.24 Recent accounting pronoucements

On 30th March, 2019, the Ministry of Corporate Affairs (MCA) had notified Ind AS 116 - “Leases” and certain amendment to existing Ind AS. These amendments are applicable to the Company from 1st April, 2019, accordingly the coampny has adopted IND AS116 -Leases and has recognised Right to Use assets and Right to Use liability in the books of accounts.

Issue of Ind AS 116 - “Leases”

Ind AS 116 superseds the previous standard on leases i.e. Ind AS 17- Leases. As per Ind AS 116, the Company as a lessor has brought to books all the non-cancellable portion of leasing arrangement and has recognised Assets and liabilities and has disclosed separately in the financial statement.



NOTES TO THE FINANCIAL STATEMENTS3A. Property, plant and equipment (Rs. in million)

Particulars Leasehold Headend and Set top Computers Office Furniture Vehicles Right Total improvements distribution boxes and other and To Use equipment equipment fixtures

Gross Carrying Amount Balance at 1st April, 2018 15.16 1,344.98 9,551.01 29.66 63.43 3.42 19.58 - 11027.25Additions 9.17 170.70 324.53 11.76 15.56 2.72 - - 534.43 Deductions - (4.62) (94.36) (0.04) (0.42) (0.01) - - (99.45)Balance at 31st March, 2019 24.33 1511.06 9781.19 41.38 78.57 6.12 19.58 - 11462.24Additions - 32.91 174.75 5.80 5.85 0.09 - 9.90 229.30 Deductions - (63.71) (221.45) (11.76) (7.31) (0.71) (10.81) - (315.75)Balance at 31st March , 2020 24.33 1,480.26 9,734.49 35.42 77.11 5.50 8.77 9.90 11,375.79Depreciation Balance at 1st April, 2018 10.26 468.48 3,775.68 21.20 31.87 1.49 11.76 - 4,320.74 Depreciation expenses 3.55 163.28 1,236.21 4.90 11.02 0.70 3.07 - 1,422.73 Impairment (See note 26) - 10.49 606.26 - - - - - 616.74 Deductions - (2.19) (24.45) (0.04) (0.28) (0.01) - - (26.96)Balance at 31st March , 2019 13.81 640.06 5,593.70 26.06 42.60 2.18 14.83 - 6333.24Depreciation expenses 4.71 157.13 1,447.44 6.89 12.02 1.20 1.75 6.42 1,637.56 Deductions - (59.66) (144.10) (11.76) (7.24) (0.71) (9.05) - (232.52)Balance at 31 March, 2020 18.52 737.53 6,897.04 21.19 47.38 2.67 7.53 6.42 7,738.28 Net Carrying amount Balance at 31st March, 2019 10.52 871.00 4,187.50 15.32 35.96 3.94 4.75 - 5,129.14 Balance at 31st March, 2020 5.81 742.73 2,837.45 14.23 29.73 2.83 1.24 3.48 3,637.64

Note: Property, plant and equipment with a carrying value of NIL amount (as at 31 March, 2019: Rs. 5,129.14 million) has been hypothecated to secure credit facilities from banks. (see note 15, note 16 and note 19). During the previous year the Company was not permitted to hypothecate these assets as security for other borrowings or to sell them to another entity.

3B. Intangibe assets (Rs. in million)Partiulars Distribution Software Non compete Total and network fees rights

Gross Carrying amount Balance at 1st April, 2018 92.73 70.85 0.50 164.09 Additions - 2.09 3.50 5.59 Deductions - - - - Balance at 31st March , 2019 92.73 72.94 4.00 169.68 Additions - 0.79 - 0.79 Deductions - - - - Balance at 31st March , 2020 92.73 73.73 4.00 170.47 Amortisation Balance at 1st April, 2018 56.12 32.76 0.30 89.18 Amortisation expense 15.60 13.87 0.48 29.95 Deductions - - - - Balance at 31st March , 2019 71.72 46.63 0.78 119.13 Amortisation expense 12.81 12.82 0.71 26.34 Deductions - - - - Balance at 31st March , 2020 84.53 59.45 1.49 145.47 Net carrying amount Balance at 31st March, 2019 21.01 26.32 3.22 50.55 Balance at 31st March , 2020 8.20 14.28 2.51 25.00

Note: Intangible assets with a carrying value of NIL amount (as at 31 March, 2019: Rs. 26.32 million) has been hypothecated to secure credit facilities from banks (see note 15, note 16 and note 19). During the previous year the Company was not permitted to hypothecate these assets as security for other borrowings or to sell them to another entity.

Plant and equipment


4. Investments (See note below)

Particulars in number As at 31.03.2020

(Rs. in million)

in number As at 31.03.2019

(Rs. in million)

A. i. Unquoted investments in equity shares (all fully paid) of subsidiaries - at cost

1 Futuristic Media and Entertainment Private Limited , (face value of Rs 10 per share)

1,161,028 644.38 1,161,028 644.38

2 Mahavir Den Entertainment Private Limited, (face value of Rs 10 per share)

109,236 17.11 109,236 17.11

3 Den Ambey Cable Networks Private Limited, (face value of Rs 10 per share)

45,838 153.34 45,838 153.34

4 Den-Manoranjan Satellite Private Limited, (face value of Rs 100 per share)

3,570 138.61 3,570 138.61

5 Meerut Cable Network Private Limited, (face value of Rs 10 per share)

51,000 83.41 51,000 83.41

6 Den Krishna Cable TV Network Limited, (face value of Rs 10 per share)

70,935 79.95 70,935 79.95

7 Shree Siddhivinayak Cable Network Private Limited, (face value of Rs 10 per share)

25,500 25.77 25,500 25.77

8 Den Pawan Cable Network Limited, (face value of Rs 10 per share) 43,053 61.16 43,053 61.16

9 Mahadev Den Cable Network Private Limited, (face value of Rs 10 per share)

45,900 28.03 45,900 28.03

10 Den Mod Max Cable Network Private Limited, (face value of Rs 10 per share)

26,300 12.27 26,300 12.27

11 DEN BCN Suncity Network Limited, (face value of Rs 10 per share) 27,380 10.02 27,380 10.02

12 Den Crystal Vision Network Limited, (face value of Rs 10 per share)

29,150 8.18 29,150 8.18

13 Den Patel Entertainment Network Private Limited, (face value of Rs 10 per share)

45,900 14.55 45,900 14.55

14 Den Kashi Cable Network Limited, (face value of Rs 10 per share) 25,501 5.01 25,501 5.01

15 Den Harsh Mann Cable Network Limited, (face value of Rs 10 per share)

27,565 3.32 27,565 3.32

16 Den Mahendra Satellite Private Limited, (face value of Rs 10 per share)

33,300 3.01 33,300 3.01

17 Den Prince Network Limited, (face value of Rs 10 per share) 27,384 3.00 27,384 3.00

18 Den Varun Cable Network Limited, (face value of Rs 10 per share) 65,416 4.32 65,416 4.32

19 Den Pradeep Cable Network Private Limited, (face value of Rs 10 per share)

131,160 3.42 131,160 3.42

20 Den Ashu Cable Limited, (face value of Rs 10 per share) 44,702 15.96 44,702 15.96

21 Den Bindra Network Private Limited, (face value of Rs 10 per share)

26,841 5.11 26,841 5.11

22 Den Classic Cable TV Services Private Limited, (face value of Rs 10 per share)

29,685 2.65 29,685 2.65

23 DEN Digital Cable Network Private Limited, (face value of Rs 10 per share)

52,345 178.84 52,345 178.84

24 Den Enjoy Cable Networks Private Limited, (face value of Rs 10 per share)

889,950 89.99 889,950 89.99



25 Den F K Cable TV Network Private Limited, (face value of Rs 10 per share)

58,148 39.27 58,148 39.27

26 Den Jai Ambey Vision Cable Private Limited, (face value of Rs 10 per share)

25,624 2.10 25,624 2.10

27 Den Maa Sharda Vision Cable Networks Limited, (face value of Rs 10 per share)

38,678 7.25 38,678 7.25

28 Den MCN Cable Network Limited, (face value of Rs 10 per share) 56,059 33.97 56,059 33.97

29 Den Radiant Satelite Cable Network Private Limited, (face value of Rs 10 per share)

35,140 1.95 35,140 1.95

30 Den Satellite Cable TV Network Private Limited, (face value of Rs 10 per share)

31,265 5.33 31,265 5.33

31 DEN Supreme Satellite Vision Private Limited, (face value of Rs 10 per share)

30,452 25.56 30,452 25.56

32 Drashti Cable Network Private Limited, (face value of Rs 10 per share)

27,325 23.00 27,325 23.00

33 DEN Fateh Marketing Private Limited, (face value of Rs 10 per share)

25,500 10.23 25,500 10.23

34 DEN Nashik City Cable Network Private Limited, (face value of Rs 10 per share)

25,500 73.59 25,500 73.59

35 Radiant Satellite (India) Private Limited, (face value of Rs 10 per share)

76,500 46.01 76,500 46.01

36 Den Aman Entertainment Private Limited, (face value of Rs 10 per share)

30,529 4.12 30,529 4.12

37 Den Budaun Cable Network Private Limited, (face value of Rs 10 per share)

37,113 2.00 37,113 2.00

38 Den Malayalam Telenet Private Limited, (face value of Rs 10 per share)

608,265 55.34 608,265 55.34

39 Den Elgee Cable Vision Private Limited, (face value of Rs 10 per share)

57,252 6.38 57,252 6.38

40 Den Rajkot City Communication Private Limited, (face value of Rs 10 per share)

5,764 100.93 5,764 100.93

41 Den Malabar Cable Vision Private Limited, (face value of Rs 10 per share)

30,633 26.89 30,633 26.89

42 Fortune (Baroda) Network Private Limited, (face value of Rs 10 per share)

51,000 36.46 51,000 36.46

43 Galaxy Den Media & Entertainment Private Limited, (face value of Rs 10 per share)

25,500 43.35 25,500 43.35

44 Bali Den Cable Network Limited, (face value of Rs 10 per share) 27,300 50.65 27,300 50.65

45 Den Citi Channel Private Limited, (face value of Rs 10 per share) 32,941 17.13 32,941 17.13

46 Fab Den Network Limited, (face value of Rs 10 per share) 108,927 49.42 108,927 49.42

47 Cab-i-Net Communications Private Limited, (face value of Rs 100 per share)

102,039 30.04 102,039 30.04

48 United Cable Network (Digital) Limited, (face value of Rs 10 per share)

25,500 4.60 25,500 4.60


(Rs. in million)


(Rs. in million)





(Rs. in million)


(Rs. in million)

49 Amogh Broad Band Services Private Limited, (face value of Rs 10 per share)

5,000 0.05 5,000 0.05

50 Den Sariga Communication Private Limited, (face value of Rs 10 per share)

48,939 9.77 48,939 9.77

51 Den Sahyog Cable Network Limited, (face value of Rs 10 per share)

25,500 1.58 25,500 1.58

52 Den A.F. Communication Private Limited, (face value of Rs 10 per share)

48,931 0.49 48,931 0.49

53 Den Kattakada Telecasting and Cable Services Limited, (face value of Rs 10 per share)

50,775 16.41 50,775 16.41

54 Big Den Entertainment Private Limited, (face value of Rs 10 per share)

30,620 12.22 30,620 12.22

55 Sree Gokulam Starnet Communication Private Limited, (face value of Rs 10 per share)

5,100 11.53 5,100 11.53

56 Ambika Den Cable Network Private Limited, (face value of Rs 10 per share)

32,786 1.84 32,786 1.84

57 Den Steel City Cable Network Private Limited, (face value of Rs 10 per share)

30,682 8.62 30,682 8.62

58 Sanmati Den Cable TV Network Private Limited, (face value of Rs 10 per share)

28,172 9.02 28,172 9.02

59 Multi Channel Cable Network Private Limited, (face value of Rs 10 per share)

28,334 9.73 28,334 9.73

60 Victor Cable TV Network Private Limited, (face value of Rs 10 per share)

301,000 5.92 301,000 5.92

61 Gemini Cable Network Private Limited, (face value of Rs 10 per share)

51,000 5.87 51,000 5.87

62 Antique Communications Private Limited, (face value of Rs 10 per share)

29,147 1.79 29,147 1.79

63 Sanmati Entertainment Private Limited, (face value of Rs 10 per share)

30,721 3.01 30,721 3.01

64 Den VM Magic Entertainment Limited, (face value of Rs 10 per share)

25,500 12.53 25,500 12.53

65 Crystal Vision Media Private Limited, (face value of Rs 10 per share)

25,500 149.08 25,500 149.08

66 Multi Star Cable Network Limited, (face value of Rs 10 per share) 34,170 1.02 34,170 1.02

67 Disk Cable Network Private Limited, (face value of Rs 10 per share) 84,551 4.26 84,551 4.26

68 Silverline Television Network Limited, (face value of Rs 10 per share)

38,250 15.32 38,250 15.32

69 Eminent Cable Network Private Limited, (face value of Rs 10 per share)

61,860 36.66 61,860 36.66

70 Ekta Entertainment Network Private Limited, (face value of Rs 10 per share)

60,984 10.44 60,984 10.44

71 Devine Cable Network Private Limited, (face value of Rs 10 per share)

27,190 1.17 27,190 1.17

72 Nectar Entertainment Private Limited, (face value of Rs 10 per share)

30,312 1.35 30,312 1.35



(Rs. in million)


(Rs. in million)


73 Trident Entertainment Private Limited, (face value of Rs 10 per share)

25,500 2.52 25,500 2.52

74 Adhunik Cable Network Limited, (face value of Rs 10 per share) 25,500 1.58 25,500 1.58

75 Glimpse Communications Private Limited, (face value of Rs 10 per share)

5,100 3.34 5,100 3.34

76 Indradhanush Cable Network Private Limited, (face value of Rs 10 per share)

25,500 4.27 25,500 4.27

77 Blossom Entertainment Private Limited, (face value of Rs 10 per share)

25,500 1.55 25,500 1.55

78 Multitrack Cable Network Private Limited, (face value of Rs 100 per share)

14,256 9.88 14,256 9.88

79 Rose Entertainment Private Limited, (face value of Rs 10 per share)

395,250 15.15 395,250 15.15

80 Libra Cable Networks Limited, (face value of Rs 10 per share) 149,775 25.11 149,775 25.11

81 Den Discovery Digital Cable Network Private Limited, (face value of Rs 10 per share)

18,687 7.70 18,687 7.70

82 Mansion Cable Network Private Limited, (face value of Rs 10 per share)

3,395,558 303.51 3,395,558 303.51

83 Jhankar Cable Network Private Limited, (face value of Rs 10 per share)

127,500 4.01 127,500 4.01

84 Den Premium Multilink Cable Network Private Limited, (face value of Rs 10 per share)

5,100 0.05 5,100 0.05

85 Augment Cable Network Private Limited, (face value of Rs 10 per share)

51,000 3.01 51,000 3.01

86 Desire Cable Network Limited, (face value of Rs 10 per share) 72,675 7.52 72,675 7.52

87 Marble Cable Network Private Limited, (face value of Rs 10 per share)

98,410 3.51 98,410 3.51

88 Den Broadband Private Limited (face value of Rs 10 per share) 5,371,555 1,716.86 5,371,555 1,716.86

89 VBS Digital Distributor Network pvt ltd. (face value of Rs 10 per share)

50,448 26.38 50,448 26.38

Total aggregate unquoted investments in subsidiaries 4,752.59 4,752.59

Less : Aggregate amount of impairment in the value of investments in subsidiaries

171.81 143.34

Total investments carrying value in subsidiaries 4,580.78 4,609.25




(Rs. in million)


(Rs. in million)ii. Unquoted investments in preference shares (all fully paid) Instruments at Amortised cost 1 Den Kashi Cable Network Limited

(Face value of Rs. 10 each, 3% non cumulative redeemable Share) - - 750,000 31.60

2 Den Citi Channel Private Limited(Face value of Rs. 10 each, 13.5% non cumulative redeemable shares)

707,500 4.96 707,500 4.41

3 Gemini Cable Network Private Limited(Face value of Rs. 10 each, 13.5% non cumulative redeemable shares)

5,400,000 42.14 3,500,000 25.52

4 Meerut Cable Network Private Limited(Face value of Rs. 10 each, 13.5% non cumulative redeemable shares)

1,750,000 14.10 - -

5 Mahavir Den Entertainment Private Limited(Face value of Rs. 10 each 5% non cumulative redeemable shares)

- - 300,000 2.57

6 Srishti Den Networks Limited(Face value of Rs. 10 each, 5% non cumulative redeemable shares)

3,482,928 48.47 3,482,928 42.98

7 Den Ashu Cable Limited(Face value of Rs. 10 each, 5% non cumulative redeemable shares)

741,291 12.89 741,291 11.43

8 Ekta Entertainment Network Private Limited(Face value of Rs. 10 each, 5% non cumulative redeemable shares)

722,564 10.08 722,564 8.94

9 Fab Den Network Limited(Face value of Rs. 10 each, 5% non cumulative redeemable shares)

229,962 3.20 229,962 2.84

135.84 130.29 iii. Deemed equityInstruments at Amortised cost1 Den Kashi Cable Network Limited

(Face value of Rs. 10 each, 3% non cumulative redeemable Share) 21.92 21.92

2 Den Citi Channel Private Limited(Face value of Rs. 10 each, 13.5% non cumulative redeemable shares)

7.15 7.15


33.87 27.94


17.61 13.85


1.40 1.40

6 Mansion Cable Network Private Limited(Face value of Rs. 10 each, 10% non cumulative redeemable shares)

11.15 11.15

7 Srishti Den Networks Limited(Face value of Rs. 10 each, 5% non cumulative redeemable shares)

39.65 39.65

8 Den Ashu Cable Private Limited(Face value of Rs. 10 each, 5% non cumulative redeemable shares)

10.55 10.55

9 Ekta Entertainment Network Private Limited(Face value of Rs. 10 each, 5% non cumulative redeemable shares)

8.21 8.21




(Rs. in million)


(Rs. in million)


(Rs. in million)


(Rs. in million)

10 Fab Den Network Limited(Face value of Rs. 10 each, 5% non cumulative redeemable shares)

2.60 2.60

154.11 144.41Total aggregate unquoted investments (A) 4,870.73 4,883.95

Aggregate carrying value of unquoted investments 4,870.73 4,883.95Aggregate amount of impairment in value of investments 171.81 143.34

Notes : i. Of the above NIL (31 March, 2019 11,029,865) equity shares having carrying and investment value of NIL amount (31 March, 2019 Rs.

3,558.59 million) investments in subsidiaries are pledged with the banks against loans taken by the Company. (see note 15)

B. Investments in associates - at cost i. Unquoted investments in equity shares (all fully paid)

1 DEN ADN Network Private Limited (face value of Rs 10 per share) 1,938,000 20.91 1,938,000 20.91

2 CCN DEN Network Private Limited (face value of Rs 10 per share) 2,040,000 20.40 2,040,000 20.40

3 Den Satellite Network Private Limited (face value of Rs 10 per share)

50,295 461.58 50,295 461.58

Total Investments carrying value (B) 502.89 502.89Aggregate carrying value of unquoted investments 502.89 502.89

Grand Total (A + B) 5,373.62 5,386.84

5 Loans(Rs. in million)

Particulars As at 31.03.2020

As at31.03.2019

Non-current(i) Security deposits

- Considered Good 14.28 28.96

- Considered doubtful 7.92 -

Less: Impairment allowance for security deposits (7.92) -

Total 14.28 28.96 Current (i) Loans to related parties - Unsecured, considered good 217.89 233.60

(See note 33)

Loans Receivables which have significant increase in Credit Risk - -

Loans Receivables - credit impaired - -

217.89 233.60

(ii) Security deposits

- Considered Good 23.75 22.59

- Considered doubtful 5.04 3.42

Less: Impairment allowance for security deposits (5.04) (3.42)

Total 241.64 256.19


NOTES TO THE FINANCIAL STATEMENTS6 Other financial assets

(Rs. in million)


As at31.03.2019

Current(i) Advances recoverable

- from related parties (See note 33) 3.19 143.87

(ii) Unbilled revenue


- from others 94.92 425.57

(iii) Interest accrued but not due on fixed deposits 1,177.44 45.54

(iv) Interest accrued and due


(v) Receivable on sale of property, plant and equipment


(vi) Dividend receivable (See note 33) - 12.15

(vii) Other advance*

- Considered Good - 128.08

- Considered doubtful 128.08 -

Less: Impairment allowance for advance (128.08) -

Total 1,361.61 1,079.51 *Other advance includes advance for investment.

7 Non current tax assets (net)(Rs. in million)


As at31.03.2019

(i) Advance tax including TDS recoverable 897.81 965.42

Total 897.81 965.42

8 Other assets(Rs. in million)


As at31.03.2019

Non-current(i) Prepaid expenses 5.82 10.28

(ii) Deposits against cases with (See note 28)

- Sales tax authority 235.88 180.34

- Entertainment tax authorities 215.91 213.23

- Entry tax authority 12.65 12.65

- Custom duty authority 103.87 103.87

568.31 510.09

Less: Impairment allowance (10.00) (10.00)

558.31 500.09

(iii) Capital advances 1.38 2.80

Less: Impairment allowance for capital advances (1.37) -

0.01 2.80

Total 564.14 513.17


NOTES TO THE FINANCIAL STATEMENTS(Rs. in million)


As at31.03.2019

Current(i) Prepaid expenses 21.19 20.30

(ii) Balance with government authorities 70.31 107.27

(iii) Others

- Supplier advances 52.44 48.93

- Amount recoverable from DNL Employees Welfare Trust 0.36 0.36

- Other advances* 3.67 1.25

56.47 50.54

Less: Impairment allowance for supplier advance (25.80) (33.18)

30.67 17.36

Total 122.17 144.93 *Other advance includes imprest money to employee, GST Receivables

9 Current Investments (Rs. in million)

Particulars As at 31.03.2020 As at 31.03.2019

No. of Units (Rs. in million) No. of Units (Rs. in million)

Investments in Preference share of subsidiaries Instruments at amortised Cost


- - 1,900,000 16.92


- - 2,250,000 20.44


300,000 2.91 - -

4 Den Kashi Cable Network Limited(Face value of Rs. 10 each, 3% non cumulative redeemable Share)

750,000 35.80 - -

Total 38.71 37.36 Investments in mutual funds - Unquoted Carried at FVTPL

i. IDFC cash fund growth - direct plan - growth - - 2,288,768 5,187.54

ii. Kotak liquid - direct plan - growth - - 1,377,304 5,212.17

iii. Aditya Birla sun life liquid fund -direct plan - growth - - 17,159,013 5,155.19

iv. ICICI prudential liquid fund - direct plan - growth - - 18,649,179 5,154.94

- 20,709.84 Total aggregate unquoted investments 38.71 20,747.20 Aggregate carrying value of unquoted investments 38.71 20,747.20


NOTES TO THE FINANCIAL STATEMENTS10 Trade receivables

(Rs. in million)


As at31.03.2019

Trade Receivables considered good - Unsecured; 3,165.31 3,291.99

Trade Receivables which have significant increase in Credit Risk 611.57 1,702.71

Trade Receivables - credit impaired 1,678.69 443.12

5,455.57 5,437.82

Less : Provision for doubtful/expected credit loss (2,290.26) (2,145.83)

Total 3,165.31 3,291.99

Notes:

a) The average credit period on sales of services is 0-180 days. No interest is charged on any overdue trade receivables.

b) The Company has used a practical expedient by computing the expected credit loss allowance for trade receivables based on a provision matrix. The provision matrix takes into account historical credit loss experience and adjusted for forward-looking information. The expected credit loss allowance is based on the ageing of the days the receivables are due and the rates as given in the provision matrix. The provision matrix at the end of the reporting period is as follows:

Ageing Expected credit loss (%)

0 - 90 days 0.1%-18%

91 - 180 days 1%-50%

180 days and above 50%-100%

(Rs. in million)


As at31.03.2019

Age of receivables0 - 90 days 1,734.02 1,065.99

91 - 180 days 750.94 1,667.48

180 days and above 2,970.61 2,704.35

Total 5,455.57 5,437.82

c) Movement in the Doubtful / Expected Credit loss Allowance(Rs. in million)


As at31.03.2019

Balance as the beginning of the year (2,145.83) (1,446.98)

Movement in expected credit loss allowance (144.43) (698.85)

Balance at the end of the year (2,290.26) (2,145.83)

d) The concentration of credit risk is limited due to the fact that the customer base is large.


NOTES TO THE FINANCIAL STATEMENTS 11 Cash and cash equivalents

(Rs. in million)


As at31.03.2019

A Cash and cash equivalents(i) Cash in hand - 10.68

(ii) Cheques on hand - 27.53

(iii) Balance with scheduled banks - in current accounts 13.30 172.88

Total 13.30 211.09

12 Bank balances other than cash and cash equivalents(Rs. in million)


As at31.03.2019

(i) in deposit accounts

- original maturity more than 3 months 16,307.78 128.43

(ii) in earmarked accounts

- Balances held as margin money or security against borrowings, guarantees and other commitments

5,052.87 1,293.52

Total 21,360.65 1,421.95

13. Equity share capital(Rs. in million)


As at31.03.2019

Equity share capital 4,767.66 4,767.66

4,767.66 4,767.66 Authorised share capital:500,000,000 (As at 31 March, 2019 500,000,000 ) equity shares of Rs. 10 each with voting rights 5,000.00 5,000.00

Issued and subscribed capital comprises:477,223,845 (As at 31 March, 2019 477,223,845) equity shares of Rs. 10 each fully paid up with voting rights

4,772.24 4,772.24

Less : Amount recoverable from DNL Employees Welfare Trust [457,931 (As at 31 March, 2019 457,931) number of shares issued to Trust @ Rs. 10 per share]

4.58 4.58

4,767.66 4,767.66

Fully paid equity shares: Number of hares Share Capital(Rs. In million)

Balance as at 01 April, 2018 195,775,845 1,957.76 Add: Issue of shares (See note 37) 281,448,000 2,814.48

Balance as at 31 March, 2019 477,223,845 4,772.24 Add: Issue of shares - -

Balance as at 31 March, 2020 477,223,845 4,772.24

Of the above:

a. Fully paid equity shares, which have a par value of Rs. 10, carry one vote per share and carry a right to dividends.

b. Details of shares held by each shareholder holding more than 5% shares:


Name of Shareholder As at 31.03.2020 As at 31.03.2019

No. of Shares

% Holding

No. of Shares

% Holding

Fully paid equity shares with voting rights:Jio Futuristic Digital Holdings Private Limited 201,533,901 42.23% 201,533,901 42.23%

Jio Digital Distribution Holdings Private Limited 84,250,207 17.65% 84,250,207 17.65%

Jio Television Distribution Holdings Private Limited 86,738,504 18.18% 86,738,504 18.18%

Broad Street Investment (Singapore) pte Limited (Part of Goldman Sachs Affiliates)

41,828,930 8.77% 41,828,930 8.77%

c. The Company has one class of equity shares having a par value of Rs. 10 per share. Each equity shareholder is eligible for one vote per share held and dividend as and when declared by the Company. Interim Dividend is paid as and when declared by the Board. Final dividend is paid after obtaining shareholder’s approval. Dividends are paid in Indian Rupees. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amount in proportion to their shareholding.

14. Other equity(Rs. in million)


As at31.03.2019

Securities premium account 34,111.81 34,111.81

Share options outstanding account - 11.19

General reserve 202.86 202.86

Surplus / (Deficit) in Statement of Profit and Loss (11,890.07) (12,758.78)

Total 22,424.60 21,567.08

(Rs. in million)Particulars Year Ended

31.03.2020 Year Ended31.03.2019

a. Securities premium accounti. Opening balance 34,111.81 16,516.24 ii. Add : Premium on shares issued during the year (See note 37) - 17,635.52 iii. Less : Utilised during the year for writing off share issue expenses - 39.95

Closing balance (A) 34,111.81 34,111.81 b. Share options outstanding account

i. Employees stock option outstanding 11.19 90.13 ii. Add : ESOP compensation expense (net of taxes) - 4.45 iii. Less : transfer to reserves on expired options (11.19) (83.39)

Closing balance (B) - 11.19 c. General reserve

i. Opening balance 202.86 202.86 ii. Add : Addition/(deletion) - -

Closing balance (C) 202.86 202.86 d. Deficit in Statement of Profit and Loss

i. Opening balance (12,758.78) (10,660.52)ii. Add: Profit / (Loss) for the year 863.00 (2,190.80)iii. Other comprehensive income arising from remeasurement of defined benefit

obligation (5.48) 9.15

iv. Transfer from ESOP reserves 11.19 83.39 Closing balance (D) (11,890.07) (12,758.78)

Total (A+B+C+D) 22,424.60 21,567.08



15. Non-Current Borrowings(Rs. in million)


As at31.03.2019

At amortised cost:a. Term loans (Secured)

i. from banks (See footnote i) - 2,636.69 Total - 2,636.69

16. Other financial liabilities(Rs. in million)


As at31.03.2019

Currenta. Current maturities of long term debt (See footnote i) - 1,510.79 b. Interest accrued 9.00 19.20 c. Others

i. Balance consideration payable on investments 6.90 13.80 ii. Payables on purchase of property, plant and equipment 76.51 46.79 iii. Payable for Expenses 1,077.61 1,265.21 iv. Due to employees 72.18 107.49

Total 1,242.20 2,963.28

17. Provisions(Rs. in million)


As at31.03.2019

Non-currenta. Employee benefits

- Gratuity (See note 31) 60.65 50.29 - Compensated absences 24.62 27.65

Total 85.27 77.94 Current

a. Employee benefits - Gratuity (See note 31) 4.86 3.91 - Compensated absences 6.23 7.35

Total 11.09 11.26

18. Other liabilities(Rs. in million)


As at31.03.2019

Non-currenta. Deferred revenue 1,608.12 2,272.03

Total 1,608.12 2,272.03 Current

a. Deferred revenue 752.48 721.44

b. Statutory remittances 239.03 148.43

c. Other payablesi. Advances from customers 121.81 37.19 ii. Indirect tax payable and Others 373.04 127.23

Total 1,486.36 1,034.29



19. Current Borrowings(Rs. in million)


As at31.03.2019

Secured at amortised costa. Loans repayable on demand

-from banks [See footnote (ii)] 2,133.46 644.43 Total 2,133.46 644.43

20. Trade payables(Rs. in million)


As at31.03.2019

Trade payables - Other than acceptances- total outstanding dues of micro enterprises and small enterprises (See note 43) 0.17 1.55 - total outstanding dues of creditors other than micro enterprises and small enterprises 3,163.42 3,703.21 Total 3,163.59 3,704.76



i. The terms of repayment and security of term loans are stated below:

As at 31 March, 2020Particulars Amount outstanding Security Terms of repayment/

redemptionRate of

interest/effective interest rate (per annum)

Long-term

debts

Current maturities

of long-term debts

Footnote i. (Rs. in million)

(Rs. in million)

Term loan from bank

NIL NIL NA NA NA

As at 31 March, 2019Particulars Amount outstanding* Security Terms of repayment/

redemptionRate of

interest/effective interest rate (per annum)

Long-term

debts

Current maturities

of long-term debts

(Rs. in million)

(Rs. in million)

Term loan from bank

913.52 314.60 First pari passu charge on property, plant and equipment of the Company (existing and future) and second pari passu charge on all current assets of the Company (existing and future). Further, secured by pledge over Investment in equity shares, (existing and future) on pari-passu basis, pertaining to 25 Subsidiaries (including 2 step-down subsidiaries).

Balance of Tranche A repayable in 15 equal quarterly installments commencing from April, 2019 and ending in October, 2022; Balance of Tranche B repayable in 15 equal quarterly installments commenc-ing from April, 2019 and ending in October, 2022; Balance of Tranche C repayable in 15 equal quarterly installments commencing from April, 2019 and ending in October, 2022; Balance of Tranche D repay-able in 19 equal quarterly install-ments commencing from June, 2019 and ending in December, 2023.

10.11%

Term loan from bank

187.33 373.03 First pari passu charge on property, plant and equipment of the Company (existing and future) and second pari passu charge on all current assets of the Company (existing and future). Further, secured by pledge over Investment in equity shares, (existing and future) on pari-passu basis, pertaining to 25 Subsidiaries (including 2 step-down subsidiaries).With respect to 2 step down subsidiaries, their holding company Futuristic Medisa and Entertainment Private Limited has provided corporate guarantee for an amount equivalent to the book value or market value, whichever is higher, of the respective fully paid equity shares.

Balance repayable in 6 equal quar-terly installments commencing from April, 2019 and ending in July, 2020.

10.70%



Term loan from bank

66.24 88.34 First pari passu charge on property, plant and equipment of the Company (existing and future) and second pari passu charge on all current assets of the Company (existing and future). Further, secured by pledge over Investment in equity shares, (existing and future) on pari-passu basis, pertaining to 25 Subsidiaries (including 2 step-down subsidiaries). With respect to 2 step down subsidiaries, their holding company Futuristic Media and Entertainment Private Limited has provided corporate guarantee for an amount equivalent to the book value or market value, whichever is higher, of the respective fully paid equity shares.

Balance repayable in 7 equal quar-terly installments commencing from June, 2019 and ending in De-cember, 2020.

10.10%

Term loan from bank


Repayable in 12 equal quarterly installments commencing from April, 2019 and ending in January, 2022.

10.10%

Term loan from bank


Repayable in 12 equal quarterly installments commencing from June, 2019 and ending in March, 2022.

10.00%

Total 2,636.69 1,510.79

*The above amounts include adjustment of loan processing fees to determine the amounts under the effective interest rate method.

Particulars Amount outstanding* Security Terms of repayment/redemp-tion

Rate of interest/effective interest rate (per annum)

Long-term

debts

Current maturities

of long-term debts



ii. The terms of repayment and security of loans repayable on demand are stated below:

As at 31 March, 2020

Particulars Borrowings- current(Rs. in million)

Security Terms of repayment/redemption

Rate of interest/ effective interest rate (per annum)

Loans repayable on demand- from bank

2,133.46 The loan is secured against pledge of Fixed Deposit receipt.

Repayable on demand.

7.79%

Total 2,133.46


Particulars Borrowings- current(Rs. in million)

Security Terms of repayment/redemption



145.94 First pari passu charge on current assets of the Company (existing and future) and second pari passu charge on all property, plant and equipment of the Company (existing and future). Further, secured by pledge over Investment in equity shares, (existing and future) on pari-passu basis with all the term loan lenders, pertaining to 25 Subsidiaries (including 2 step-down subsidiaries). With respect to 2 step down subsidiaries, their holding company Futuristic Media and Entertainment Private Limited has provided corporate guarantee for an amount equivalent to the book value or market value, whichever is higher, of the respective fully paid equity shares.


10.90%


149.00 First pari passu charge on current assets of the Company (existing and future) and second pari passu charge on all property, plant and equipment of the Company (existing and future)

Repayable after 30 days starting from 29th March, 2019.

8.70%


349.49 First pari passu charge on current assets of the Company (existing and future) and second pari passu charge on all property, plant and equipment of the Company (existing and future)


9.50%

Total 644.43



21. Revenue from operations(Rs. in million)

Particulars Year ended 31.03.2020

Year ended 31.03.2019

a. Sale of services (see note below) 11,674.18 9,781.69 b. Sale of equipment 96.50 80.46 c. Other operating revenue

i. Liabilities/ excess provisions written back (net) 178.81 226.78 ii. Miscellaneous income 5.34 4.48

Total 11,954.83 10,093.41

21.1 The Company disaggregates revenue from contracts with customers by type of products and services and geography . Revenue disaggregation by geography is given in note no. 29



Revenue disaggregation by type of services :a. Placement income 3,262.84 2,797.65 b. Subscription income 4,658.93 4,282.67 c. Activation income 808.36 682.02 d. Feeder charges income 2,261.04 1,589.52 e. Other revenue 683.01 429.83

Total 11,674.18 9,781.69

22. Other income(Rs. in million)



a. Interest income earned on financial assets that are not designated as at fair value through profit or loss:

i. on bank deposits (amortised cost) 1,316.33 109.99 ii. on financial assets carried at amorised cost 57.04 67.41

b. Interest on income tax refund 73.19 27.28 c. Dividend income

i. from non-current investments in subsidiaries 95.26 76.01 d. Other gains and losses

i. Net gain on sale of current investments 274.60 52.45 ii. Profit on sale of equipment 21.94 - iii. Gain on financials assets designated as at FVTPL - 213.03 iv. Gain on slump sale (See note 36) 39.35 -

Total 1,877.71 546.17

23. Employee benefits expense(Rs. in million)



a. Salaries and allowances 536.05 540.53 b. Contribution to provident and other funds (See note 31) 28.79 27.27 c. Gratuity expense (See note 31) 11.48 10.77 d. Share-based payments to employees (See note 34) - 4.45 e. Staff welfare expenses 21.09 26.03

Total 597.41 609.05



24. Finance costs(Rs. in million)



a. Interest costsi. Interest on bank overdraft and loans 244.08 501.18

b. Other borrowing costs 66.24 49.88 c. Applicable net loss on foreign currency transaction and translation - 5.43

Total 310.32 556.49

25. Other expenses(Rs. in million)



a. Distributor commission/ incentive 267.94 246.35 b. Rent and hire charges 107.30 106.31 c. Repairs and maintenance

i. Plant and equipment 37.36 45.62 ii. Others 75.37 80.98

d. Power and fuel 72.42 70.33 e. Director's sitting fees 2.27 1.29 f. Legal and professional charges 99.52 91.35 g. Payment to auditors (Refer note no. 25.01 below) 9.58 6.50 h. Expenditure on corporate social responsibility ( See note 39) - 0.95 i. Contract service charges 281.20 345.55 j. Printing and stationery 2.06 3.51 k. Travelling and conveyance 46.36 45.29 l. Advertisement, publicity and business promotion 3.45 10.19

m. Communication expenses 9.22 10.81 n. Leaseline expenses 334.42 366.57 o. Security charges 17.26 20.81 p. Freight and labour charges 2.05 4.33 q. Insurance 3.65 0.89 r. Rates and taxes 279.49 17.86 s. Allowance on trade receivables and advances (Refer note no. 25.02 below) 627.90 146.37 t. Provision for impairment in value of investments in subsidiary companies 28.47 - u. Provision for impairment of Capital Work-in-process 3.20 - v. Loss on sale of PPE - 1.79 w. Net loss on foreign currency transactions and translation 1.44 10.98 x. Miscellaneous expenses 87.66 32.22

Total 2,399.59 1,666.85

25.01 Payment to Auditors(Rs. in million)



For audit 5.00 3.20 For tax audit 1.50 - For other services 2.70 2.70 For reimbursement of expenses 0.38 0.60

9.58 6.50 To cost auditors for cost audit 0.06 0.08 Total 9.64 6.57



25.02 Allowance on trade receivables and advances includes:(Rs. in million)



a. Doubtful trade receivables and advances written off 315.18 275.21 b. Allowances for trade receivables and advances written back - (197.41)

315.18 77.80 c. Allowance on trade receivables and advances 312.72 68.57

Total 627.90 146.37

26. Exceptional items(Rs. in million)



a. Provision for impairment of trade receivable and advances - 896.59 b. Provision for impairement of PPE - 616.74 c. Deffered Revenue - (216.49)d. Impairment on Investment in Subsidiries - 103.93 e. Provision for VAT - 97.69 f. Doubtful trade receivables and advances written off - 8.53

Total - 1,507.00

26.01 Exceptional items for the year ended 31 March 2019 comprises the following:

Exceptional items during the year ended 31st March 2019 represents, provision for impairment of trade receivables and Property Plant & Equipment including Set top boxes amounting to Rs. 1228.02 million, one-time exceptional provision for certain tax related matters and other assets amounting to Rs. 278.98 million. These adjustments, having one-time, non-routine material impact on financial statements.

27. Income tax recognised in Statement of Profit and Loss(Rs. in million)



(A) (a) Current taxIn respect of current year - -

- - (b) Deferred tax [See note 27(c)]

In respect of current year 375.85 - Total tax expense recognised in Statements of Profit and Loss 375.85 -

(c) The income tax expense for the year can be reconciled to the accounting profit as follows:Profit/(Loss) before tax 1,238.85 (2,190.80)Income tax expense calculated 311.79 (683.53)Effect of income that is exempt from taxation (23.98) (23.72)Related to Property plant and Equipment 334.19 88.15 Related to Deferred Revenue (190.94) (158.75)Effect of expenses that are not deductible in determining taxable profit 247.14 406.99 Effect of unused tax losses, timing difference and tax offsets not recognised as deferred tax asset

(302.35) 437.32

Related to investment - (66.46) 375.85 -

Income tax expense recognised in profit or loss 375.85 -

The tax rate used for the 2019-2020 and 2018-2019 reconciliations above is the corporate tax rate of 25.168% and 31.20 % payable by corporate entities in India on taxable profits under the Indian tax law.



(B) Movement in deferred tax (i) Movement of Deferred Tax for the year ended 31 March, 2020

(Rs. in million)Particulars Year ended 31.03.2020

Opening Balance

Recognised in profit and

Loss

Recognised in other

comprehensive income

Closing balance

Tax effect of items constituting deferred tax liabilitiesProperty, plant and equipment and other intangible assets 174.82 (174.82) - -

174.82 (174.82) - - Tax effect of items constituting deferred tax assetsProvision for employee benefits 32.80 (32.80) - - Provision for doubtful debts/advances/impairment 168.22 (168.22) -

201.02 (201.02) - - Deferred tax assets (net) 375.84 (375.84) - -

(ii) Movement of Deferred Tax for the year ended 31 March 2019(Rs. in million)

Particulars Year ended 31.03.2019 Opening

Balance Recognised in profit and

Loss

Recognised in other

comprehensive income

Closing balance

Tax effect of items constituting deferred tax liabilitiesProperty, plant and equipment and other intangible assets 174.82 - - 174.82

174.82 - - 174.82 Tax effect of items constituting deferred tax assetsProvision for employee benefits 32.80 - - 32.80 Provision for doubtful debt/advances/impairment 168.22 - - 168.22

201.02 - - 201.02 Deferred tax assets (net) 375.84 - - 375.84



(C) Unrecognised deductible temporary differences, unused tax losses and unused tax credits (Rs. in million)


As at31.03.2019

Deductible temporary differences, unused tax losses and unused tax credits for which no deferred tax assets have been recognised are attributable to the following (refer note below):- tax losses (revenue in nature) 638.56 884.95 - unabsorbed depreciation (revenue in nature) 3,372.63 4,305.22 - deductible temporary differences

i. Property, plant and equipment and other intangible assets 2,058.60 844.65 ii. Impairment allowance for doubtful balances 2,290.26 1,606.66 iii. Deferred revenue 2,099.01 2,884.18

Deferred tax assets (net) 10,459.06 10,525.66

Note:Detail of temporary differences, unused tax losses and unused tax credits for which no deferred tax asset is recognised in the balance sheet:

(Rs. in million)Particulars As at

31.03.2020 As at

31.03.2019Deferred tax assets with no expiry date 3,372.63 4,305.22 Deferred tax assets with expiry date* 7,086.43 6,220.45 Deferred tax assets (net) 10,459.06 10,525.66

* These would expire between financial year ended 31 March, 2022 and 31 March, 2027.

28. Commitments and contingent liabilities(Rs. in million)


As at31.03.2019

a. Commitments(i) Estimated amount of contracts remaining to be executed on capital account and

not provided for (net of advances) 158.30 36.81

b. Contingent liabilities(i) Claims against the Company not acknowledged as debts*

Demand raised by UP Commercial Tax authorities for payment of VAT/GST on transfer of STB’s

448.68 394.94

Demand raised by UP Entertainment Tax authorities for payment of Entertainment Tax

95.50 85.47

Demand raised by UP Entertainment Tax authorities for payment of GST 0.35 0.35 Demand raised by Madhya Pradesh Entertainment Tax authorities for payment of Entertainment Tax

5.47 -

Demand raised by Rajasthan Entry Tax authorities for payment of Entry Tax - 25.30 Demand raised by Rajasthan Commercial Tax authorities for payment of VAT 8.97 - Demand raised by Bihar Commercial Tax authorities for payment of Entertainment tax

176.27 160.83

Demand raised by Bihar Commercial Tax authorities for payment of VAT 39.44 - Demand raised by Karnataka Commercial Tax authorities for payment of VAT on transfer of STB's

206.79 337.41

Demand raised by Kerala Commercial Tax authorities for payment of VAT on transfer of STB's

292.45 145.37

Demand raised by Delhi Commercial Tax authorities for payment of VAT on Activation Charge

8.29 7.50



Demand raised by Maharashtra Commercial Tax authorities for payment of VAT 9.03 - Demand raised by Custom Directorate of Revenue Intelligence 53.16 250.89 Demand raised by Jharkhand Commercial Tax authorities for payment of VAT 59.20 - Demand raised by West Bengal Commercial Tax authorities for payment of VAT - 4.54 Demand raised by WB Entertainment Tax authorities for payment of Entertainment Tax

1.26 -

Demand raised by Income Tax Authorities 2.34 - ii) Guarantees

Bank guarantees 1.81 - iii) Other money for which the Company is contingently liable

The Company has provided letter of financial support to its certain subsidiaries wherein it will provide the necessary financial support and financing arrangements to enable them to meet all its liabilities, as and when they fall due.

* The Company has paid deposit under protest towards the above claims aggregating to Rs. 531.53 million (31 March, 2019: Rs. 510.09 million).

29. Segment information

(i) The Company is engaged mainly in the business of “distribution and promotion of television channels”. The Board of Directors of the Company, which has been identified as being the chief operating decision maker (CODM), evaluates the Company’s performance, allocates resources based on the analysis of the various performance indicators of the Company as a single unit. Therefore there is no reportable segment for the Company, in accordance with the requirements of Ind AS 108- ‘Operating Segment Reporting’, notified under the Companies (Indian Accounting Standard) Rules, 2015.

(ii) Geographical information

a. The Company is domiciled in India. The amount of its revenue from external customers broken down by location of customers in stated below:

(Rs. in million)Geography Year ended

31.03.2020 Year ended 31.03.2019

India 11,954.83 10,093.41 Outside India - -

11,954.83 10,093.41

b. Information regarding geographical non-current assets is as follows: (Rs. in million)

Geography Year ended 31.03.2020


India 4,333.25 5,769.50 Outside India - -

4,333.25 5,769.50 *Non-current assets exclude other financial assets,non-curent tax assets (net) and deferred tax assets (net)

c. Information about major customers:

No single customer contributed 10% or more to the Company’s revenue during the years ended 31 March, 2020 and 31 March, 2019.

30. Lease

Effective 1st April, 2019, The Company has adopted Ind AS – 116 “ Leases” under the modified retrospective approach without adjustment of comparatives. This has resulted in recognizing a Right to Use asset and corresponding lease liability of Rs. 9.90 Million as at 1st April, 2019. Due to transition , the nature of expenses in respect of non-cancellable operating lease has changed from lease rent to depreciation and finance cost for the right to use assets and lease liability respectively.



31. Employee benefit plans

(i) Defined contribution plans

The Company operates defined contribution retirement benefit plans for all its qualifying employees. Where empoyees leave the plans prior to full vesting of the contributions, the contributions payable by the Company are reduced by the amount of forfeited contributions.

The total expense recognised in profit or loss of Rs. 28.40 million (for the year ended 31 March, 2019: Rs. 26.41 million) for provident fund contributions and Rs. 0.39 million (for the year ended 31 March, 2019: Rs. 0.86 million) for Employee State Insurance Scheme contributions represents contributions payable to these plans by the Company at rates specified in the rules of the plans. As at 31 March, 2020, contributions of Rs. 4.84 million (as at 31 March, 2019: Rs. 4.27 million) due in respect of 2019-2020 (2018-2019) reporting period had not been paid over to the plans. The amounts were paid subsequent to the end of the respective reporting periods.

(ii) Defined benefit plans

Gratuity plan

Gratuity liability arises on retirement, withdrawal, resignation, and death of an employee. The aforesaid liability is calculated on the basis of 15 days salary (i.e. last drawn salary plus dearness allowance) for each completed year of service or part thereof in excess of 6 months, subject to a maximum of Rs. 2,000,000. Vesting occurs upon completion of 5 years of service.

The present value of the defined benefit obligation and the related current service cost are measured using the Projected Unit Credit method with actuarial valuations being carried out at each balance sheet date.

The gratuity plan typically exposes the Company to actuarial risks such as: interest rate risk, longevity risk and salary risk.

Interest risk A decrease in the bond interest rate will increase the plan liability

Longevity risk The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants both during and after their employment. An increase in the life expectancy of the plan participants will increase the plan’s liability

Salary risk The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the plan’s liability.

No other post-retirement benefits are provided to these employees

In respect of the plan in India, the most recent actuarial valuation of the plan assets and the present value of the defined benefit obligation was carried out as at 31 March, 2020 by Charan Gupta Consultants Private Limited, Fellow of the Institute of Actuaries of India. The present value of the defined benefit obligation, and the related current service cost and past service cost, were measured using the projected unit credit method.

a) The principal assumptions used for the purposes of the actuarial valuations were as follows.(Rs. in million)

Particulars Valuations as at31.03.2020 31.03.2019

Discount rate(s) 6.87% 7.80%Expected rate(s) of salary increase 6.00% 7.00%Average longevity at retirement age for current beneficiaries of the plan (years) 15.17 15.60 Average longevity at retirement age for current employees (future beneficiaries of the plan) (years)

18.55 19.15

Retirement age (years) 58 58 Mortality Table IALM

(2012 14)IALM

(2006 08)Withdrawal Rates In % In %Upto 30 years 3.00 3.00 From 31 years to 44 years 2.00 2.00 Above 44 years 1.00 1.00

The following tables set out the unfunded status of the defined benefit scheme and amounts recognised in the Company financial statements as at 31 March, 2020:



b) Amounts recognised in Statement of Profit and Loss in respect of these defined benefit plans are as follows:(Rs. in million)

Particulars Year ended31.03.2020 31.03.2019

Service cost - Current service cost 7.25 6.39 Net interest expense 4.23 4.38 Components of defined benefit costs recognised in profit or loss 11.48 10.77 Remeasurement on the net defined benefit liability - Actuarial (gains) / losses arising from changes in financial assumptions (0.08) (6.16) - Actuarial (gains) / losses arising from experience adjustments 5.57 (2.99) - Actuarial (gains) / losses arising from changes in demographic assumption (0.01) - Components of defined benefit costs recognised in other comprehensive income 5.48 (9.15)Total 16.96 1.63

The current service cost and the net interest expense for the year are included in the employee benefits expense line item in the Statement of Profit and loss.

The remeasurement of the net defined benefit liability is included in other comprehensive income.

c) The amount included in the balance sheet arising from the entity’s obligation in respect of its defined benefit plans is as follows.(Rs. in million)

Particulars As at31.03.2020 31.03.2019

Present value of funded defined benefit obligation 65.52 54.20 Net liability arising from defined benefit obligation 65.52 54.20

d) Movements in the present value of the defined benefit obligation are as follows:(Rs. in million)

Particulars Year ended31.03.2020 31.03.2019

Opening defined benefit obligation 54.20 56.80 Less: Opening defined benefit obligation of Demerged entityCurrent service cost 7.25 6.39 Interest cost 4.23 4.38 Remeasurement (gains)/losses: - Actuarial (gains) / losses arising from changes in financial assumptions (0.08) (6.16) - Actuarial (gains) / losses arising from experience adjustments 5.57 (2.99) - Actuarial (gains) / losses arising from changes in demographic assumption (0.01) - Benefits paid (5.64) (4.21)Closing defined benefit obligation 65.52 54.20 - Current portion of the above 4.86 3.91 - Non current portion of the above 60.65 50.29

e) Significant actuarial assumptions for the determination of the defined obligation are discount rate, expected salary increase and mortality. The sensitivity analyses below have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant.

i) If the discount rate is 50 basis points higher (lower), the defined benefit obligation would decrease by Rs. 3.16 million (increase by Rs. 3.41 million) [as at 31 March, 2019: decrease by Rs. 2.68 million (increase by Rs. 2.89 million)].

ii) If the expected salary growth increases (decreases) by 0.50%, the defined benefit obligation would increase by Rs. 3.21 million (decrease by Rs. 3.01 million) [as at 31 March, 2019: increase by Rs. 2.71 million (decrease by Rs. 2.53 million)].

The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.



Furthermore, in presenting the above sensitivity analysis, the present value of the defined benefit obligation has been calculated using the projected unit credit method at the end of the reporting period, which is the same as that applied in calculating the defined benefit obligation liability recognised in the balance sheet.

f ) The average duration of the benefit obligation represents average duration for active members at 31 March, 2020: 15.17 years (as at 31 March, 2019: 15.60 years.

g) The Company expects to make a contribution of Rs. 13.12 million (as at 31 March, 2019: Rs. 11.49 million) to the defined benefit plans during the next financial year.

h) The discount rate is generally based upon the market yields available on Government bonds at the accounting date with a term that matches that of the liabilities.

i) The estimates of future salary increases considered takes into account the inflation, seniority, promotion and other relevant factors.

j) The gratuity plan is unfunded.

k) Experience on actuarial gain/(loss) for benefit obligations and plan assets:(Rs. in million)

Particulars Gratuity Year ended31.03.2020





Present value of DBO 65.52 54.20 56.80 52.03 49.37 Fair value of plan assets - - - - - Funded status [Surplus / (Deficit)] (65.52) (54.20) (56.80) (52.03) (49.37)Experience gain / (loss) adjustments on plan liabilities (5.48) 9.15 4.66 4.79 (0.88)Experience gain / (loss) adjustments on plan assets - - - - -

32. Earnings per equity share (EPS)*Particulars Year ended

31.03.2020 Year ended 31.03.2019

(i) Basic (in Rs.) 1.81 (9.19)(ii) Diluted* (in Rs.) 1.81 (9.19)(i) Basic earnings per share

The earnings and weighted average number of equity shares used in the calculation of basic earnings per share are as follows:



(i) Profit/(loss) for the year attributable to shareholders of the Company (Rs. in million) 863.00 (2,190.80)(ii) Earnings used in the calculation of basic earnings per share (Rs. in million) 863.00 (2,190.80)(iii) Weighted average number of equity shares for the purposes of basic earnings per share

(Face value of Rs. 10 each) 476,765,914 238,498,977

(ii) Diluted earnings per shareThe earnings used in the calculation of diluted earnings per share are as follows:



Net profit/ (Loss) for the year attributable to Equity Shareholders for Basic EPS 863.00 (2,190.80)Add: Share based payment - 4.45 Net profit/ (Loss) for the year attributable to Equity Shareholders for Diluted EPS 863.00 (2,186.35)

(i) Earnings used in the calculation of diluted earnings per share (Rs. in million) 863.00 (2,186.35)(ii) Weighted average number of equity shares for the purposes of basic earnings per share


(iii) Weighted average number of equity shares used in the calculation of diluted earnings per share (Face value of Rs. 10 each)**

476,765,914 238,498,977

* As the Diluted Earning Per Share was anti dilutive in previous year , Basic Earning per share had been considered as Diluted earning per share ** There were no potential dilutive equity shares in previous year since the fair value of outstanding ESOP was lower than exercise price.ForCurrent Year there is no outstanding ESOP as at 31st March 2020.



33. Related Party Disclosures I. List of related parties a. Enterprises exercising control

1 Reliance Industries Limited (w.e.f 4th February, 2019)2 Reliance Industrial Investments and Holdings Limited# (w.e.f 4th February, 2019) (Protector of Digital Media Distribution Trust)3 Digital Media Distribution Trust (w.e.f 4th February, 2019)4 Jio Futuristic Digital Holdings Private Limited @ (w.e.f 4th February, 2019)5 Jio Digital Distribution Holdings Private Limited @ (w.e.f 4th February, 2019)6 Jio Television Distribution Holdings Private Limited @ (w.e.f 4th February, 2019)7 Reliance Strategic Investments Limited ©~ (w.e.f 4th February, 2019)8 Reliance Ventures Limited ©~ (w.e.f 4th February, 2019)9 Network18 Media & Investments Limited ©~ (w.e.f 4th February, 2019)

b Related parties where control existsi. Subsidiaries held directly 1 Den Mahendra Satellite Private Limited 2 Den Mod Max Cable Network Private Limited 3 DEN Krishna Cable TV Network Limited^ (Formerly known as DEN Krishna Cable TV Network Private Limited)

4 DEN Pawan Cable Network Limited^ (Formerly known as DEN Pawan Cable Network Private Limited) 5 DEN BCN Suncity Network Limited^ (Formerly known as DEN BCN Suncity Network Private Limited) 6 DEN Harsh Mann Cable Network Limited^ (Formerly known as DEN Harsh Mann Cable Network Private

Limited) 7 Den Classic Cable TV Services Private Limited 8 Den Bindra Network Private Limited 9 Den Ashu Cable Limited^ (Formerly known as Den Ashu Cable Private Limited) 10 Shree Siddhivinayak Cable Network Private Limited 11 Drashti Cable Network Private Limited 12 Den MCN Cable Network Limited^ (Formerly known as Den MCN Cable Network Private Limited)

13 Mahadev Den Cable Network Private Limited 14 DEN Patel Entertainment Network Private Limited 15 Den Digital Cable Network Private Limited 16 DEN Malayalam Telenet Private Limited 17 Den-Manoranjan Satellite Private Limited 18 Den Supreme Satellite Vision Private Limited 19 Den Nashik City Cable Network Private Limited 20 Radiant Satellite (India) Private Limited 21 Den Radiant Satelite Cable Network Private Limited 22 Den Prince Network Limited^ (Formerly known as Den Prince Network Private Limited)

23 DEN Varun Cable Network Limited^ (Formerly known as DEN Varun Cable Network Private Limited) 24 DEN Crystal Vision Network Limited^ (Formerly known as DEN Crystal Vision Network Private Limited)

25 Meerut Cable Network Private Limited 26 Den Jai Ambey Vision Cable Private Limited 27 Den Fateh Marketing Private Limited 28 Den Enjoy Cable Networks Private Limited 29 Den Maa Sharda Vision Cable Networks Limited^ (Formerly known as Den Maa Sharda Vision Cable Networks

Private Limited) 30 Den F K Cable TV Network Private Limited 31 Den Pradeep Cable Network Private Limited 32 Den Satellite Cable TV Network Private Limited 33 DEN Ambey Cable Networks Private Limited 34 Den Budaun Cable Network Private Limited 35 Den Aman Entertainment Private Limited 36 Den Kashi Cable Network Limited^ (Formerly known as Den Kashi Cable Network Private Limited) 37 Futuristic Media and Entrtainment Private Limited (W.e.f 26th Nov 2019) (Formerly known as Den Futuristic

Cable Networks Private Limited) 38 Den Rajkot City Communication Private Limited



39 Den Elgee Cable Vision Private Limited 40 Den Malabar Cable Vision Private Limited 41 Amogh Broad Band Services Private Limited 42 Galaxy Den Media & Entertainment Private Limited 43 Bali Den Cable Network Limited^ (Formerly known as Bali Den Cable Network Private Limited)

44 Mahavir Den Entertainment Private Limited 45 Den Citi Channel Private Limited 46 Fab Den Network Limited^ (Formerly known as Fab Den Network Private Limited)

47 Fortune (Baroda) Network Private Limited 48 United Cable Network (Digital) Limited^ (Formerly known as United Cable Network (Digital) Private Limited)

49 Cab-i-Net Communications Private Limited 50 Den Sahyog Cable Network Limited^ (Formerly known as Den Sahyog Cable Network Private Limited)

51 Den Sariga Communications Private Limited 52 Den Kattakada Telecasting and Cable Services Limited^ (Formerly known as Den Kattakada Telecasting and

Cable Services Private Limited) 53 Den A.F. Communication Private Limited 54 Sree Gokulam Starnet Communication Private Limited 55 Big Den Entertainment Private Limited 56 Ambika DEN Cable Network Private Limited 57 Den Steel City Cable Network Private Limited 58 Crystal Vision Media Private Limited 59 Victor Cable Tv Network Private Limited 60 Sanmati DEN Cable TV Network Private Limited 61 Multi Channel Cable Network Private Limited 62 Gemini Cable Network Private Limited 63 Multi Star Cable Network Limited^ (Formerly known as Multi Star Cable Network Private Limited)

64 DEN VM Magic Entertainment Limited^ (Formerly known as DEN VM Magic Entertainment Private Limited) 65 Antique Communications Private Limited

66 Sanmati Entertainment Private Limited 67 Disk Cable Network Private Limited 68 Silverline Television Network Limited∞ (Fromerly Known as Silverline Television Network Private Limited)

69 Ekta Entertainment Network Private Limited 70 Libra Cable Network Limited^ (Formerly known as Libra Cable Network Private Limited)

71 Devine Cable Network Private Limited 72 Nectar Entertainment Private Limited 73 Multitrack Cable Network Private Limited 74 Glimpse Communications Private Limited 75 Indradhanush Cable Network Private Limited 76 Adhunik Cable Network Limited^ (Formerly known as Adhunik Cable Network Private Limited)

77 Blossom Entertainment Private Limited 78 Rose Entertainment Private Limited 79 Trident Entertainment Private Limited 80 Eminent Cable Network Private Limited 81 Mansion Cable Network Private Limited 82 Den Discovery Digital Network Private Limited 83 Jhankar Cable Network Private Limited 84 Den Premium Multilink Cable Network Private Limited 85 Desire Cable Network Limited^ (Formerly known as Desire Cable Network Private Limited)

86 Marble Cable Network Private Limited 87 Augment Cable Network Private Limited 88 DEN Broadband Private Limited 89 VBS Digital Distribution Network private limited ii. Subsidiaries held indirectly 1 Den Saya Channel Network Limited^ (Formerly known as Den Saya Channel Network Private Limited)

2 Den Enjoy Navaratan Network Private Limited 3 Den Faction Communication System Private Limited



4 Kishna DEN Cable Networks Private Limited 5 Divya Drishti Den Cable Network Private Limited 6 Fun Cable Network Private Limited 7 DEN Enjoy SBNM Cable Network Private Limited 8 Bhadohi DEN Entertainment Private Limited 9 DEN STN Television Network Private Limited 10 Srishti DEN Networks Limited^ (Formerly known as Srishti DEN Networks Private Limited)

11 Maitri Cable Network Private Limited 12 Mountain Cable Network Limited^ (Formerly known as Mountain Cable Network Private Limited) 13 DEN Prayag Cable Networks Limited^ (Formerly known as DEN Prayag Cable Networks Private Limited)

14 Angel Cable Network Private Limited 15 ABC Cable Network Private Limited 16 DEN MTN Star Vision Networks Private Limited ( Up to 15th January 2020)iii. Fellow subsidiaries 1 TV18 Broadcast Limited ©~ 2 IndiaCast Media Distribution Private Limited ©~ 3 Network18 Media & Investments Limited ©~ 4 Hathway Cable and Datacom Limited ©~ 5 Reliance Jio Infocomm Limited ©~

c. Associate entities1 DEN ADN Network Private Limited 2 CCN DEN Network Private Limited 3 Den Satellite Network Private Limited 4 Den New Broad Communication Private Limited 5 Den ABC Cable Network Ambarnath Private Limited 6 Konark IP Dossiers Private Limited 7 Eenadu Television Private Limited

d. Entities in which KMP can exercise significant influence1 Lucid Systems Private Limited 2 Verve Engineering Private Limited

e. Key managerial personnel 1 Mr. Sameer Manchanda (Chairman and Managing Director) 2 Mr. S.N Sharma (Chief Executive Officer) 3 Mr. Satyendra Jindal (Chief Financial Officer) (w.e.f 16th April, 2019)

f. Other related party- employees welfare trust 1 DNL Employees Welfare Trust

# Reliance Industrial Investments and Holdings Limited, Protector of Digital Media Distribution Trust is a wholly owned subsidiary of Reliance Industries Limited

@ Controlled by Digital Media Distribution Trust of which Reliance Content Distribution Limited, wholly owned subsidiary of Reliance Industries Limited is the sole beneficiary.

©~ Subsidiaries of Reliance Industries Limited. ^ Pursuant to the shareholders‘ resolution Dated March 21, 2020 by the respective subsidiries, the status of these

subsidiary Companies was changed from a Private Company to a Public Company, a fresh certificate of incorporation was issued by the Registrar of Companies with effect from 7th April 2020.

∞ Pursuant to the shareholders‘ resolution Dated March 21, 2020 by the respective subsidiries, the status of these subsidiary Companies was changed from a Private Company to a Public Company, a fresh certificate of incorporation was issued by the Registrar of Companies with effect from 17th April 2020.



II. Transactions/ outstanding balances with related parties during the year(Figures in bracket relates to previous year)

(Rs. in million)

Particulars Subsidiaries Subsidiaries Total Associate Fellow Key Enterprises Grand held held Entities Subsidiaries management Exercising total directly indirectly personnel control

A. Transactions during the year

i. Sale of services

Den Satellite Network Private Limited - - - 72.52 - - - 72.52

(-) (-) (-) (223.38) (-) (-) (-) (223.38)

DEN Ambey Cable Networks Private Limited 682.96 - 682.96 - - - - 682.96

(280.37) (-) (280.37) (-) (-) (-) (-) (280.37)

Den Enjoy Cable Networks Private Limited 459.62 - 459.62 - - - - 459.62

(233.20) (-) (233.20) (-) (-) (-) (-) (233.20)

Futuristic Media and Entrtainment Private Limited 1,014.78 - 1,014.78 - - - - 1,014.78

(-) (-) (-) (-) (-) (-) (-) (-)

Others 1,604.29 205.10 1,809.39 12.07 155.13 - - 1,976.59

(854.54) (70.33) (924.87) (161.64) (-) (-) (-) (1,086.51)

Total 3,761.65 205.10 3,966.75 84.59 155.13 - - 4,206.47

(1,368.11) (70.33) (1,438.44) (385.02) (-) (-) (-) (1,823.46)

ii. Sale of equipment

DEN Broadband Private Limited 10.77 - 10.77 - - - - 10.77

(40.82) (-) (40.82) (-) (-) (-) (-) (40.82)

DEN Satellite Network Private Limited - - - 9.58 - - - 9.58

(-) (-) (-) (10.36) (-) (-) (-) (10.36)


(6.42) (-) (6.42) (-) (-) (-) (-) (6.42)


(5.87) (-) (5.87) (-) (-) (-) (-) (5.87)

Eminent Cable Network Private Limited 4.29 - 4.29 - - - - 4.29

(2.76) (-) (2.76) (-) (-) (-) (-) (2.76)

Den Premium Multilink Cable Network Private Limited 8.07 - 8.07 - - - - 8.07

(0.13) (-) (0.13) (-) (-) (-) (-) (0.13)

Others 20.51 4.74 25.25 3.18 - - - 28.43

(7.26) (3.32) (10.58) (3.52) (-) (-) (-) (14.10)

Total 78.93 4.74 83.67 12.76 - - - 96.43

(63.26) (3.32) (66.58) (13.88) (-) (-) (-) (80.46)

iii. Other operating revenue

a. Liabilities/ excess provisions written back (net)

Mansion Cable Network Private Limited (7.84) - (7.84) - - - - (7.84)

(9.40) (-) (9.40) (-) (-) (-) (-) (9.40)

Den Enjoy Cable Networks Private Limited - - - - - - - -

(7.71) (-) (7.71) (-) (-) (-) (-) (7.71)

Futuristic Media and Entrtainment Private Limited - - - - - - - -

(1.40) (-) (1.40) (-) (-) (-) (-) (1.40)


(1.89) (-) (1.89) (-) (-) (-) (-) (1.89)

DEN Aman Entertainment Private Limited 5.76 - 5.76 - - - - 5.76

(-) (-) (-) (-) (-) (-) (-) (-)

DEN Digital Cable Pvt. Ltd. 2.04 - 2.04 - - - - 2.04

(-) (-) (-) (-) (-) (-) (-) (-)

DEN MCN Cable Net Limited 3.62 - 3.62 - - - - 3.62

(-) (-) (-) (-) (-) (-) (-) (-)

Den A F Communication Private Limited 2.40 - 2.40 - - - - 2.40

(-) (-) (-) (-) (-) (-) (-) (-)

Meerut Cable Network Private Limited 3.50 - 3.50 - - - - 3.50

(-) (-) (-) (-) (-) (-) (-) (-)

Others 2.52 0.64 3.16 - - - - 3.16

(35.27) (1.91) (37.18) (0.48) (-) (-) (-) (37.66)

Total 14.94 0.64 15.58 - - - - 15.58

(55.67) (1.91) (57.58) (0.48) (-) (-) (-) (58.06)



iv. Other income

a. Interest income on financial assets carried at amortised cost

Futuristic Media and Entrtainment Private Limited 31.06 - 31.06 - - - - 31.06

(33.92) (-) (33.92) (-) (-) (-) (-) (33.92)


(6.24) (-) (6.24) (-) (-) (-) (-) (6.24)

Others 0.80 1.80 2.60 - - - - 2.60

(1.49) (1.80) (3.29) (-) (-) (-) (-) (3.29)

Total 33.67 1.80 35.47 - - - - 35.47

(41.65) (1.80) (43.45) (-) (-) (-) (-) (43.45)

b. Dividend income

Den Ambey Cable Networks Private Limited - - - - - - - -

(12.15) (-) (12.15) (-) (-) (-) (-) (12.15)


(31.15) (-) (31.15) (-) (-) (-) (-) (31.15)

Mansion Cable Network Private Limited 88.28 - 88.28 - - - - 88.28

(22.07) (-) (22.07) (-) (-) (-) (-) (22.07)

Den F K Cable TV Network Private Limited 6.98 - 6.98 - - - - 6.98

(10.64) (-) (10.64) (-) (-) (-) (-) (10.64)

Total 95.26 - 95.26 - - - - 95.26

(76.01) (-) (76.01) (-) (-) (-) (-) (76.01)

v. Compensation of Key Managerial Personnel

The remuneration of key managerial personnel during the year was as follows:

-Short-term employee benefits - - - - - 91.67 - 91.67

(-) (-) (-) (-) (-) (78.41) (-) (78.41)

-Post-employment benefits - - - - - 4.11 - 4.11

(-) (-) (-) (-) (-) (2.55) (-) (2.55)

- - - - - 95.78 - 95.78

(-) (-) (-) (-) (-) (80.96) (-) (80.96)

vi. Purchase of services


(228.15) (-) (228.15) (-) (-) (-) (-) (228.15)


(203.62) (-) (203.62) (-) (-) (-) (-) (203.62)


(142.24) (-) (142.24) (-) (-) (-) (-) (142.24)

TV18 Broadcast Limited - - - - 977.47 - - 977.47

(-) (-) (-) (-) (-) (-) (-) (-)

Others 554.69 101.64 656.33 79.31 45.41 - 0.11 781.16

(484.60) (82.73) (567.33) (176.96) (114.00) (-) (-) (858.29)

Total 1,266.80 101.64 1,368.44 79.31 1,022.88 - 0.11 2,470.73

(1,058.61) (82.73) (1,141.34) (176.96) (114.00) (-) (-) (1,432.30)

vii. Allowance / write off on trade receivables and advances

Eminent Cable Network Private Limited - - - - - - - -

(1.83) (-) (1.83) (-) (-) (-) (-) (1.83)

Others 262.20 44.29 306.49 - - - - 306.49

(-) (-) (-) (-) (-) (-) (-) (-)

Total 262.20 44.29 306.49 - - - 306.49

(1.83) (-) (1.83) (-) (-) (-) (-) (1.83)

viii. Reimbursement of expenses (paid)

Den Digital Cable Network Private Limited 0.08 - 0.08 - - - - 0.08

(-) (-) (-) (-) (-) (-) (-) (-)

Den Pradeep Cable Network Private Limited 0.10 - 0.10 - - - - 0.10

(-) (-) (-) (-) (-) (-) (-) (-)

Rose Entertainment Private Limited 0.08 - 0.08 - - - - 0.08




(-) (-) (-) (-) (-) (-) (-) (-)

Others 0.40 0.10 0.50 - - - - 0.50

(1.25) - (1.25) (-) (-) (-) (-) (1.25)

Total 0.66 0.10 0.76 - - - - 0.76

(1.25) (-) (1.25) (-) (-) (-) (-) (1.25)

ix. Investments made during the year (Equity and/or preference share capital)

Den Broadband Private Limited - - - - - - - -

(238.90) (-) (238.90) (-) (-) (-) (-) (238.90)


(11.20) (-) (11.20) (-) (-) (-) (-) (11.20)

Total - - - - - - - -

(250.10) (-) (250.10) (-) (-) (-) (-) (250.10)

x. Investments Redeemed during the year (Equity and/or preference share capital)

Meerut Cable Network Pvt. Ltd. 5.00 - 5.00 - - - - 5.00

(-) (-) (-) (-) (-) (-) (-) (-)

Total 5.00 - 5.00 - - - - 5.00

(-) (-) (-) (-) (-) (-) (-) (-)

xi. Loans given/adj. during the year

Den Broadband Private Limited 229.80 - 229.80 - - - - 229.80

(27.50) (-) (27.50) (-) (-) (-) (-) (27.50)


(-) (-) (-) (-) (-) (-) (-) (-)

Total 244.80 - 244.80 - - - - 244.80

(27.50) (-) (27.50) (-) (-) (-) (-) (27.50)

xii. Loans received/adj back during the year

Den Broadband Private Limited 208.65 - 208.65 - - - - 208.65

(157.07) (-) (157.07) (-) (-) (-) (-) (157.07)


(19.00) (-) (19.00) (-) (-) (-) (-) (19.00)

Radiant Satellite (India) Private Limited - - - - - - - -

(14.51) (-) (14.51) (-) (-) (-) (-) (14.51)

Others 6.23 - 6.23 - - - 6.23

(-) (-) (-) (-) (-) (-) (-) (-)

Total 260.51 - 260.51 - - - - 260.51

(190.58) (-) (190.58) (-) (-) (-) (-) (190.58)

B. Outstanding balances at year end

i. Investments in subsidiaries, associates (Equity and/or preference share capital)

Den Broadband private Limited 1,716.86 - 1,716.86 - - - - 1,716.86

(1,716.86) (-) (1,716.86) (-) (-) (-) (-) (1,716.86)


(644.37) (-) (644.37) (-) (-) (-) (-) (644.37)

Others 2,720.02 2,720.02 502.89 - - - 3,222.91

(2,703.42) (-) (2,703.42) (502.89) (-) (-) (-) (3,206.31)

Total 5,081.25 - 5,081.25 502.89 - - - 5,584.14

(5,064.65) (-) (5,064.65) (502.89) (-) (-) (-) (5,567.54)

Less : Provision for impairment in value of investments in subsidiary companies

171.81 - 171.81 - - - - 171.81

(143.34) (-) (143.34) (-) (-) (-) (-) (143.34)

Total 4,909.44 - 4,909.44 502.89 - - 5,412.33

(4,921.31) (-) (4,921.31) (502.89) (-) (-) (-) (5,424.20)

ii. Other financial assets

a. Advances recoverable

Den Satellite Cable TV Network Private Limited - - - - - - - -

(1.63) (-) (1.63) (-) (-) (-) (-) (1.63)




Den Fateh Marketing Private Limited - - - - - - - -

(22.25) (-) (22.25) (-) (-) (-) (-) (22.25)


(4.46) (-) (4.46) (-) (-) (-) (-) (4.46)

Silverline Television Network Limited - - - - - - - -

(39.61) (-) (39.61) (-) (-) (-) (-) (39.61)

Others 3.06 - 3.06 0.13 - - - 3.19

(61.00) (13.64) (74.64) (1.28) (-) (-) (-) (75.92)

Total 3.06 - 3.06 0.13 - - - 3.19

(128.95) (13.64) (142.59) (1.28) (-) (-) (-) (143.87)

b. Unbilled revenue

DEN Ambey Cable Networks Private Limited - - - - - - - -

(41.69) (-) (41.69) (-) (-) (-) (-) (41.69)


(25.80) (-) (25.80) (-) (-) (-) (-) (25.80)


(20.61) (-) (20.61) (-) (-) (-) (-) (20.61)

Others 0.10 - 0.10 - - - - 0.10

(97.72) (16.59) (114.31) (-) (-) (-) (-) (114.31)

Total 0.10 - 0.10 - - - - 0.10

(185.82) (16.59) (202.41) (-) (-) (-) (-) (202.41)

c. Interest accrued and due


(31.56) (-) (31.56) (-) (-) (-) (-) (31.56)

Den Faction Communication System Private Limited - 15.00 15.00 - - - - 15.00

(-) (13.38) (13.38) (-) (-) (-) (-) (13.38)

Mahavir Den Entertainment Private Limited - - - - - - - -

(6.27) (-) (6.27) (-) (-) (-) (-) (6.27)

Others 7.25 0.55 7.80 - - - - 7.80

(9.25) (0.55) (9.80) (-) (-) (-) (-) (9.80)

Total 7.25 15.55 22.80 - - - - 22.80

(47.08) (13.93) (61.01) (-) (-) (-) (-) (61.01)

d. Receivable on sale of property, plant and equipment

Den Pawan Cable Network Limited 8.21 - 8.21 - - - - 8.21

(8.23) (-) (8.23) (-) (-) (-) (-) (8.23)


(4.64) (-) (4.64) (-) (-) (-) (-) (4.64)

Den Kashi Cable Network Limited - - - - - - - -

(11.05) (-) (11.05) (-) (-) (-) (-) (11.05)

CCN DEN Network Private Limited - - - 10.12 - - - 10.12

(-) (-) (-) (12.62) (-) (-) (-) (12.62)

DEN Ambey Cable Network Private Limited 6.02 - 6.02 - - - - 6.02

(-) (-) (-) (-) (-) (-) (-) (-)

Den Manoranjan Satellite Private Limited 15.80 - 15.80 - - - - 15.80

(-) (-) (-) (-) (-) (-) (-) (-)

Den Rajkot City Communication Private Limited - - - - - - - -

(0.18) (-) (0.18) (-) (-) (-) (-) (0.18)

Mahavir Den Entertainment Private Limited - - - - - - - -

(7.60) (-) (7.60) (-) (-) (-) (-) (7.60)

Indradhanush Cable Network Private Limited 6.73 - 6.73 - - - - 6.73

(6.73) (-) (6.73) (-) (-) (-) (-) (6.73)

Den Discovery Digital Network Private Limited 6.88 - 6.88 - - - - 6.88

(-) (-) (-) (-) (-) (-) (-) (-)

Others 7.60 0.50 8.10 1.30 - - - 9.40

(9.85) (-) (9.85) (-) (-) (-) (-) (9.85)

Total 51.24 0.50 51.74 11.42 - - - 63.16

(48.27) (-) (48.27) (12.62) (-) (-) (-) (60.88)




e. Dividend Receivable

DEN Ambey Cable Networks Private Limited - - - - - - - -

(12.15) (-) (12.15) (-) (-) (-) (-) (12.15)

Total - - - - - - - -

(12.15) (-) (12.15) (-) (-) (-) (-) (12.15)

iii. Trade receivables

Den Satellite Network Private Limited - - - - - - - -

(-) (-) (-) (283.09) (-) (-) (-) (283.09)

Den Ambey Cable Network Private Limited 259.48 - 259.48 - - - - 259.48

(-) (-) (-) (-) (-) (-) (-) (-)


(-) (-) (-) (-) (-) (-) (-) (-)

Others 1,280.06 108.43 1,388.49 62.18 27.64 - - 1,478.31

(1,416.70) (135.95) (1,552.65) (142.91) (113.80) (-) (-) (1,809.36)

Total 1,966.95 108.43 2,075.38 62.18 27.64 - - 2,165.20

(1,416.70) (135.95) (1,552.65) (426.00) (113.80) (-) (-) (2,092.45)

iv. Loans


(211.63) (-) (211.63) (-) (-) (-) (-) (211.63)


(-) (-) (-) (-) (-) (-) (-) (-)

Others 3.71 12.03 15.74 - - - - 15.74

(9.94) (12.03) (21.97) (-) (-) (-) (-) (21.97)

Total 205.86 12.03 217.89 - - - - 217.89

(221.57) (12.03) (233.60) (-) (-) (-) (-) (233.60)

v. Other financial liabilities

a. Security deposits received

DEN Mahendra Satellite Private Limited - - - - - - - -

(0.12) (-) (0.12) (-) (-) (-) (-) (0.12)

DEN Prayag Cable Networks Limited - - - - - - - -

(-) (0.02) (0.02) (-) (-) (-) (-) (0.02)

Total - - - - - - - -

(0.12) (0.02) (0.14) (-) (-) (-) (-) (0.14)

vi. Trade payables

Den Satellite Network Private Limited - - - 28.92 - - - 28.92

(-) (-) (-) (190.82) (-) (-) (-) (190.82)


(253.00) (-) (253.00) (-) (-) (-) (-) (253.00)


(185.93) (-) (185.93) (-) (-) (-) (-) (185.93)


(201.32) (-) (201.32) (-) (-) (-) (-) (201.32)

TV18 Broadcast Limited - - - - 192.02 - - 192.02

(-) (-) (-) (-) (271.37) (-) (-) (271.37)


(170.01) (-) (170.01) (-) (-) (-) (-) (170.01)

Others 362.67 66.39 429.06 49.50 51.36 - - 529.92

(476.14) (121.23) (597.37) (91.37) (-) (-) (-) (688.74)

Total 1,003.68 66.39 1,070.07 78.42 243.38 - - 1,391.87

(1,286.40) (121.23) (1,407.63) (282.19) (271.37) (-) (-) (1,961.19)

vii. Other current liabilities

a. Deferred revenue

Den Digital Cable Network Private Limited 0.91 - 0.91 - - - - 0.91

(0.76) (-) (0.76) (-) (-) (-) (-) (0.76)

Eminent Cable Network Private Limited 0.05 - 0.05 - - - - 0.05

(0.06) (-) (0.06) (-) (-) (-) (-) (0.06)





(0.61) (-) (0.61) (-) (-) (-) (-) (0.61)

Crystal Vision Media Limited 0.04 - 0.04 - - - - 0.04

(0.74) (-) (0.74) (-) (-) (-) (-) (0.74)

Libra Cable Network Limited 0.71 - 0.71 - - - - 0.71

(1.33) (-) (1.33) (-) (-) (-) (-) (1.33)

Cab-i-Net Communications Private Limited 1.08 - 1.08 - - - - 1.08

(1.06) (-) (1.06) (-) (-) (-) (-) (1.06)

Den F K Cable Tv Network Private Limited 2.05 - 2.05 - - - - 2.05

(2.18) (-) (2.18) (-) (-) (-) (-) (2.18)

Others 1.56 - 1.56 - - - - 1.56

(2.52) (-) (2.52) (-) (-) (-) (-) (2.52)

Total 7.01 - 7.01 - - - - 7.01

(9.26) (-) (9.26) (-) (-) (-) (-) (9.26)

b. Advances from customers

Den Enjoy Navaratan Network Private Limited - 1.11 1.11 - - - - 1.11

(-) (-) (-) (-) (-) (-) (-) (-)

Den Mod Max Cable Network Private Limited 1.73 - 1.73 - - - - 1.73

(-) (-) (-) (-) (-) (-) (-) (-)

VBS Digital Distribution Network Private Limited 0.22 - 0.22 - - - - 0.22

(2.02) (-) (2.02) (-) (-) (-) (-) (2.02)

Others 0.91 0.12 1.03 - - - - 1.03

(-) (-) (-) (-) (-) (-) (-) (-)

Total 2.86 1.23 4.09 - - - - 4.09

(2.02) (-) (2.02) (-) (-) (-) (-) (2.02)

viii. Amount recoverable from DNL Employees Welfare Trust as at 31 March, 2020: Rs. 0.36 million (As at 31 March, 2019: Rs. 0.36 million)ix. During the previous year ended 31st March 2019, Futuristic Media and Entrtainment Private Limited had given Corporate guarantee

for an amount of Rs. 860.89 mn by way of pledge over investment in equity shares of its two step down subsidiaries towards ICICI Bank credit facilities availed by Company.

x. The Company has provided letter of financial support to its certain subsidiaries wherein it will provide the necessary financial support and financing arrangements to enable them to meet all its liabilities, as and when they fall due.

xi. The Company has sold its advertisement and marketing business ( “the undetaking”) to a wholly owned subsidiary company namely “Futuristic Media and Entertainment Private Limited” on going concern basis by way of “slump sale”, for a lump sum consideration of Rs. 1.00 Mn w.e.f 15th October 2019. (See Note 36)

xii. In accordance with the Clause 34(3) of Securities and Exchange Board of India (Listing obligations & Disclosure requirements) Regulations, 2015, advance in the nature of loans are as under:

(a) The company has given advances in the nature of Loan as defined in clause 34(3) of Securities and Exchange Board of India (Listing Obligations & Disclosures Requirements) Regulations, 2015 as under;

(Rs. in million)

S. No. Name of Company As at31.03.2020

As at 31.03.2019

Maximum Outstanding during the year

i Futuristic Media and Entrtainment Private Limited 181.00 211.63 211.63

ii Den Faction Communication System Private Limited 12.03 12.03 12.03

iii Mahavir Den Entertainment Private Limited - 6.23 6.23

iv Multi Channel Cable Network Private Limited 1.50 1.50 1.50

v Den Malabar Cable Vision Private Limited 1.11 1.11 1.11

vi Sree Gokulam Starnet Communication Private Limited 0.50 0.50 0.50

vii Den Kattakada Telecasting & Cable Services Limited 0.35 0.35 0.35

viii Den Malayalam Telenet Private Limited 0.15 0.15 0.15

ix Den Prince Network Limited 0.10 0.10 0.10

x Den Broadband private limited 21.15 - 21.15




34. Share Based payments

A. Employee Stock Option Plan 2010 (“ESOP 2010”)

a) Details of the employee share option plan of the Company

Pursuant to approval of the Board and Shareholders dated September 10, 2010, the Company had established an Employee Stock Option Plan (ESOP 2010) in accordance with the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines 1999 as amended. The Company had taken approval of the Shareholders to grant and allot upto 5,219,599 equity options under the said scheme. There are no outstanding options under the scheme as on March 31, 2020. Further, the Board of Directors in its meeting dated February 17, 2020 has approved discontinuation of the scheme.

b) Fair value of share options granted during the previous year

No options were granted during the year

c) Movement in share options during the year

The following reconciles the share options outstanding at the beginning and end of the year :

Particulars 2019-2020 2018-2019

Number of options

Weighted average

exercise price (in Rs.)

Number of options

Weighted average


Balance at the beginning of the year 240,000 143.42 482,500 143.42

Granted during the year - - - -

Forfeited during the year - - 30,000 143.42

Exercised during the year - - - -

Expired during the year 240,000 - 212,500 143.42

Balance at the end of the year - - 240,000 143.42

d) Share options exercised during the year

No options were exercised during the year

e) Share options outstanding at the end of the year

There are no outstanding options at end of the year. Further, the Board of Directors in its meeting dated February 17, 2020 has approved discontinuation of the scheme.

B. Employee Stock Option Plan 2014 (“ESOP 2014”)


Pursuant to approval of the Shareholders dated 23 June, 2015, the Company had established an DEN ESOP Plan B -2014 in accordance with “Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014” and “the Securities and Exchange Board of India (Share Based Employee Benefits) (Amendment) Regulation, 2015. The Company had taken approval of the Shareholders to grant and allot upto 8,909,990 equity options under the said scheme. There are no outstanding options under the scheme as on March 31, 2020. Further, the Board of Directors in its meeting dated February 17, 2020 has approved discontinuation of the scheme.

b) Fair value of share options granted in the year






Rs. in million)

Particulars 2019-2020 2018-2019

Number of options

Weighted average


Number of options

Weighted average



Granted during the year - - -

Vested during the year - - - -








35. Financial Instruments

a) Capital Management

The Company’s management reviews the capital structure of the Company on periodical basis. As part of this review, the management considers the cost of capital and the risks associated with each class of capital. The Company monitors the capital structure using gearing ratio which is determined as the proportion of net debt to total equity.

The capital structure of the Company consists of net debt (borrowings as detailed in notes 15, 19 and 16 and offset by cash and bank balances and current investments in notes 11, 9 and 12) and total equity of the Company.

The Company sets the amount of capital required on the basis of annual business and long-term operating plans.

The funding requirements are met through a mixture of equity, internal fund generation, non-current and current borrowings. The Company’s policy is to use non-current and current borrowings to meet anticipated funding requirements.

Gearing ratio

The gearing ratio at end of the reporting period was as follows(Rs. in million)


As at 31.03.2019

Debt

Borrowings- current (See Note 19) 2,133.46 644.43

Borrowings- non current(See Note 15) - 2,636.69

Current maturities of long term debt (See Note 16) - 1,510.79

2,133.46 4,791.91

Less:

Cash and cash equivalents (See Note 11) 13.30 211.09

Current investments (See Note 9) - 20,709.84

Bank balances (See Note 12) 21,360.65 1,421.95

Net debt (19,240.49) (17,550.97)

Total equity 27,192.26 26,334.74

Net debt to equity ratio N/A N/A



35 Financial Instruments (cont’d.)

(b) Financial risk management objective and policies

Financial assets and liabilities:

The accounting classification of each category of financial instruments, and their carrying amounts, are set out below:

As at 31 March, 2020(Rs. in million)

Financial assets Measured atamortised cost

Measured at FVTOCI

Measured at FVTPL

Total carrying value

Cash and cash equivalents 13.30 - - 13.30 Bank balances other than cash and cash equivalents 21,360.65 - 21,360.65 Trade receivables 3,165.31 - - 3,165.31 Current investments 38.71 - - 38.71 Loans 255.92 255.92 Other financial assets 1,361.61 - - 1,361.61 Investments 135.84 - - 135.84

26,331.34 - - 26,331.34

Investment in equity shares of subsidiaries and associates carried at cost less impairment 5,237.78

(Rs. in million)Financial liabilities Measured at

amortised cost Measured at

FVTOCI Measured at

FVTPL Total carrying

value

Borrowings - current 2,133.46 - - 2,133.46 Trade payables 3,163.59 - - 3,163.59 Other financial liabilities - current 1,242.20 - - 1,242.20

6,539.25 - - 6,539.25


Financial assets Measured atamortised cost

Measured at FVTOCI

Measured at FVTPL


Cash and cash equivalents 211.09 - - 211.09 Bank balances other than cash and cash equivalents 1,421.95 - - 1,421.95 Trade receivables 3,291.99 - - 3,291.99 Current investments 37.36 - 20,709.84 20,747.20 Loans 285.15 - - 285.15 Other financial assets 1,079.51 - - 1,079.51 Investments 130.29 - - 130.29

6,457.34 - 20,709.84 27,167.18

Investment in equity shares of subsidiaries and associates carried at cost less impairment 5,256.55


amortised cost Measured at

FVTOCI Measured at

FVTPL Total carrying

value

Borrowings - non-current 2,636.69 - - 2,636.69 Borrowings - current 644.43 - - 644.43 Trade payables 3,704.76 - - 3,704.76 Other financial liabilities - current 2,963.28 - - 2,963.28

9,949.16 - - 9,949.16



(c) Risk management framework

The Company is exposed to market risk (including currency risk, interest rate risk and other price risk), credit risk and liquidity risk.

The objective of the Company’s risk management framework is to manage the above risks and aims to :

- improve financial risk awareness and risk transparency

- identify, control and monitor key risks

- provide management with reliable information on the Company’s risk exposure

- improve financial returns

(i) Market risk

Market risk is the risk that the fair value of financial instrument will fluctuate because of change in market price. Market risk comprises of three types of risks - interest risk, foreign currency, and other price risk such as equity price risk.

The Company’s activities expose it primarliy to interest rate risk, currency risk and other price risk such as equity price risk. The financial instruments affected by market risk includes : Fixed deposits, current investments, borrowings and other current financial liabilities.

(ii) Liquidity risk

The Company requires funds both for short-term operational needs as well as for long-term investment needs.

The Company remains committed to maintaining a healthy liquidity, gearing ratio, deleveraging and strengthening the balance sheet. The maturity profile of the Company’s financial liabilities based on the remaining period from the date of balance sheet to the contractual maturity date is given in the table below. The figures reflect the contractual undiscounted cash obligation of the Company.

Rs. in million) As at 31 March, 2020

<1 year 1-3 Years 3-5 Years > 5 Years TotalCurrentBorrowings 2,133.46 - - - 2,133.46 Interest accrued 9.00 - - - 9.00 Trade payables 3,163.59 - - - 3,163.59 Other financial liabilities 1,233.20 - - - 1,233.20 Total 6,539.25 - - - 6,539.25

Rs. in million) As at 31 March, 2019

<1 year 1-3 Years 3-5 Years > 5 Years TotalNon currentBorrowings - 2,389.95 287.54 - 2,677.49 Current - Borrowings 644.43 - - - 644.43 Current maturities of long term debt 1,534.73 - - - 1,534.73 Interest accrued 19.20 - - - 19.20 Trade payables 3,704.76 - - - 3,704.76 Other financial liabilities 1,433.29 - - - 1,433.29 Total 7,336.41 2,389.95 287.54 - 10,013.90

As at 31 March, 2020, the Company had access to fund based facilities of Rs. 4700 million, of which Rs. 2566.54 million were yet not drawn, as set out below:

Total Facility(Rs. in million)

Drawn(Rs. in million)

Undrawn(Rs. in million)

4,700.00 2,133.46 2,566.54

Total 4,700.00 2,133.46 2,566.54



As at 31 March, 2019, the Company had access to fund based facilities of Rs. 5,262.22 million, of which Rs. 405.57 million were yet not drawn, as set out below:




5,262.22 4,856.65 405.57

Total 5,262.22 4,856.65 405.57

(iii) Foreign currency risk

Foreign exchange risk comprises of risk that may arise to the Company because of fluctuations in foreign currency exchange rates.Fluctuations in foreign currency exchange rates may have an impact on the Statements of Profit and Loss. As at the year end, the Company was exposed to foreign exchange risk arising from foreign currency payables denominated in foreign currency.

The carrying amounts of the Company foreign currency denominated monetary assets and monetary liabilities at the end of the reporting period are as follows :

(In million)


Financial assets Financial liabilities Financial assets Financial liabilities

USD - 0.13 - 0.15

Equivalent INR - 9.67 - 10.09

The results of Company’s operations may be affected by fluctuations in the exchange rates between the Indian Rupee against the US dollar. The foreign exchange rate sensitivity is calculated by the aggregation of the net foreign exchange rate exposure with a simultaneous parallel foreign exchange rates shift in the currencies by 1% against the functional currency of the Company.

For the year ended 31 March, 2020 and 31 March, 2019, every 100 basis points depreciation/appreciation in the exchange rate between the Indian rupee and U.S. dollar will decrease/increase the Company’s losses before tax by Rs. 0.10 million (31 March, 2019 : Rs. 0.10 million).

(iv) Interest rate risk

The Company is exposed to interest rate risk on current borrowings and fixed deposits outstanding as at the year end. The Company’s policy is to maintain a balance of fixed and floating interest rate borrowings and the proportion of fixed and floating rate debt is determined by current market interest rates. The borrowings of the Company are principally denominated in Indian Rupees. These exposures are reviewed by appropriate levels of management on a monthly basis. The Company invests in fixed deposits to achieve the Company’s goal of maintaining liquidity, carrying manageable risk and achieving satisfactory returns.

The exposure of the Company’s financial liabilities as at 31 March, 2020 to interest rate risk is as follows:(Rs. in Million)

Floating rate Fixed rate Non interest bearing

Total

Non currentBorrowings - - - - Current includes :Borrowings - 2,133.46 - 2,133.46 Current maturities of long term debt - - - -

- 2,133.46 - 2,133.46 Fixed deposits - 21,360.65 - 21,360.65Weighted average interest rate (per annum) Floating rate Fixed rateOthers - 7.79%



The exposure of the Company’s financial liabilities as at 31 March, 2019 to interest rate risk is as follows:Rs. in Million)


Total

Non current

Borrowings 2,636.69 - - 2,636.69

Current includes :

Borrowings 644.43 - - 644.43

Current maturities of long term debt 1,510.79 - - 1,510.79

4,791.91 - - 4,791.91

Fixed deposits - 1,421.95 - 1,421.95

Interest rate range (per annum) Floating rate Fixed rate

Others 8.70% to 11.00% 6.70% to 8.51%

Interest rate sensitivity analysis on borrowings:

If interest rates had been 100 basis points higher/lower and all other variables were held constant, the Company’s losses before tax for the year ended March 31, 2020 would decrease/increase by Rs. NIL (year ended 31 March, 2019 : Rs. 51.15 million). This is mainly attributable to the Company’s exposure to interest rates on its variable rate borrowings.In current year borrowings are on fixed rate while in previous year borrowings were mainly attributable to variable rate.

(v) Other price risk

The Company was exposed to price risks arising from fair valuation of Company’s investment in mutual funds. These investments are held for short term purposes. The sensitivity analyses below have been determined based on the exposure to equity price risks at the end of the reporting year.

If prices had been 100 basis points higher/lower, loss before tax for the year ended 31 March, 2020 would increase/decrease by NIL (for the year ended 31 March, 2019: Rs. 207.10 million) as a result of the changes in fair value of these investments which have been designated as at FVTPL.

(vi) Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. The Company’s exposure to credit risk primarly arises from trade receivables, balances with banks and security deposits. The credit risk on bank balances is limited because the counterparties are banks with good credit ratings. Trade receivables consist of a large number of customers. Ongoing credit evaluation is performed on the financial condition of accounts receivable. The Company’s policies on assessing expected credit losses is detailed in notes to accounting policies.

36 The company is primarily engaged in distribution of television channels through digital cable distribution network. Advertisement and marketing business (“the undertaking”) was also part of Company’s business till 14th October, 2019. As part of the restructuring of the Company as approved by the Board of Directors of the Company, the undertaking has been sold to a wholly owned subsidiary Company namely “Futuristic Media and Entertainment Private Limited” on going concern basis by way of “slump sale” , for a lump sum consideration of Rs. 1.00 million with effect from 15th October 2019.

Details of Assets and Liabilities transferred in Slump Sale :Rs. in Million)

Assets

Non Current Assets 0.56

Current Assets 8.81 9.37

Liabilities

Current Liabilities 47.72 47.72

37. During the previous year, the Company had allotted on preferential basis 28,14,48,000 equity shares of Rs. 72.66 each at a premium of Rs. 62.66 per share to the following entities (the ‘Acquirers’) aggregating to Rs. 20,450.00 million representing 58.98% of post-preferential allotment equity share capital of the Company.



Name of the Acquirers No. of Equity Shares

Amount (Rs. in million)

Jio Futuristic Digital Holdings Private Limited 136,847,150 9,943.30

Jio Digital Distribution Holdings Private Limited 71,248,280 5,176.90

Jio Television Distribution Holdings Private Limited 73,352,570 5,329.80

Total 281,448,000 20,450.00

The Acquirers had acquired sole control of the Company and the Acquirers together with the Persons Acting in Concert (PACs) namely Reliance Industries Limited (RIL), Digital Media Distribution Trust, Reliance Content Distribution Limited and Reliance Industrial Investments and Holdings Limited became part of the ‘promoter and promoter group’ of the Company pursuant to the:

(a) aforesaid preferential allotment; and (b) purchase by Jio Futuristic Digital Holdings Private Limited (one of the Acquirers) of 3,35,85,000 equity shares of the Company representing 7.04% of the post-preferential allotment paid-up equity share capital from Shri Sameer Manchanda and Verve Engineering Private Limited. Further, prior to the said acquisitions, Reliance Ventures Limited (RVL), Reliance Strategic Investments Limited (RSIL) and Network18 Media and Investments Limited (NW18) (RVL and RSIL are wholly-owned subsidiaries of RIL. Independent Media Trust (of which RIL is the sole beneficiary) owns and controls 73.15% of the paid-up equity share capital of NW18 (directly and indirectly through companies wholly owned and controlled by it) together were holding 26,46,968 equity shares constituting 0.55% of the post-preferential allotment paid-up equity share capital of the Company. Post the aforesaid acquisitions by the Acquirers, RVL, RSIL and NW18 have also become part of the ‘promoter and promoter group’ of the Company.

On March 5, 2019, the Acquirers acquired an aggregate of 5,74,89,612 equity shares representing 12.05% of the total paid-up equity share capital of the Company pursuant to an open offer under the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. Accordingly, as at March 31, 2019, the aggregate holding of the Acquirers, RVL, RSIL and NW18 in the Company stood at 37,51,69,580 equity shares of the Company representing 78.62% of the total paid-up equity share capital of the Company

The proceeds of preferential allotment amounting to Rs. 20,450.00 million have been temporarily invested in Fixed Deposits.

38. The Company has investments of Rs. 5,412.33 million (net of provision for impairment of Rs. 171.81 million) in subsidiary companies and associate companies as on 31 March, 2020. Of these, net worth of investments with carrying value of Rs. 3,212.25 million (net of provision for impairment of Rs. 171.81 million) and balances of loans / advances of Rs. 36.89 million as at 31 March, 2020 have fully/substantially eroded. Of these, investments aggregating to Rs. 283.62 million in companies whose net worth is fully/substantially eroded have earned profits for the year ended 31 March, 2020. Based on the projections, the management of the Company expects that these companies will have positive cash flows to adequately sustain its operations in the foreseeable future and therefore no further provision for impairment is considered necessary.

39. Expenditure on Corporate Social Responsibility (CSR)

a. Gross amount required to be spent by the Company during the period ended 31 March, 2020 is Rs. Nil (Previous year Rs. Nil)

b. Amount spent during the period ended 31 March, 2020(Rs. In million)

Particulars Paid (A) Yet to be paid (B) Total (A+B)

(i) Construction/acquisition of any asset - - -

(-) (-) (-)

(ii) On purposes other than (i) above - - -

(0.95) (-) (0.95)

Figures in bracket relates to previous year

c. Details of related party transactions:

- Contribution during the period ended 31 March, 2020 is Rs. Nil (Previous year Rs. Nil)

- Payable as at 31 March, 2020 is Rs. Nil (Previous year Rs. Nil)

40. The Company did not have any long-term contracts including derivative contracts for which there were any material forseeable losses.



41a Fair value measurement

i). Financial assets and financial liabilities that are not measured at fair value are as under:(Rs. in million)


Carrying amount Fair value Carrying amount Fair value

Financial assets

Cash and cash equivalents 13.30 13.30 211.09 211.09 Other bank balances 21,360.65 21,360.65 1,421.95 1,421.95 Trade receivables 3,165.31 3,165.31 3,291.99 3,291.99 Security deposits 38.03 38.03 51.55 51.55 Loans 217.89 217.89 233.60 233.60 Other financial assets 1,361.61 1,361.61 1,079.51 1,079.51

Financial liabilitiesNon-current borrowings - - 2,636.69 2,636.69 Current borrowings 2,133.46 2,133.46 644.43 644.43 Trade payables 3,163.59 3,163.59 3,704.76 3,704.76 Other financial liabilities - current 1,242.20 1,242.20 2,963.28 2,963.28

Note :

The carrying value of the above financial assets and financial liabilities carried at amortised cost approximate these fair value.

ii) Fair value hierarchy of Non-current assets measured at amortised cost as at 31 March, 2020 and 31 March, 2019 is as follows:(Rs. in million)


Level 1 Level 2 Level 3 Valuationtechniques

Financial assetsInvestment in preference shares 174.55 - - 174.55

Discounted cashflow at a discounted rate that reflects the issuer’s current borrowing rate at the end of the reporting year.

Total financial assets 174.55 - 174.55


31.03.2019Level 1 Level 2 Level 3 Valuation

techniquesFinancial assets Based on the NAV report

issued by the fund manager Discounted cashflow at a discounted rate that reflects the issuer’s current borrowing rate at the end of the reporting year.

Investment in mutual funds 20,709.84 - 20,709.84 -

Investment in preference shares 167.65 - - 167.65

Total financial assets 20,877.49 20,709.84 167.65

41b Reconciliation of liabilities arising from financing activities

The table below details the changes in Company’s liabilities arising from financing activities, including both cash and non-cash(Rs. in million)

Particulars As at 31 March, 2019 Cash flow Non-cash Changes As at 31 March, 2020

Non-current borrowings 2,636.69 (2,701.42) 64.73 -

Current borrowings 644.43 1,489.03 - 2,133.46

Current maturities of long term borrowing 1,510.79 (1,510.79) - -

Total liabilities from financing activities 4,791.91 (2,723.18) 64.73 2,133.46



41c Description of the inputs used in the fair value measurement:

Following table describes the valuation techniques used and key inputs to valuation for level 3 of the fair value hierarchy as at 31st March, 2020 and 31st March, 2019 respectively

(Rs. In million)

Particulars As at31st March, 2020

ValuationTechnique

Inputs used Sensitivity

Financial Assets at Amortised Cost

- investments in preference shares 174.55 Discountedcash flow

Risk adjusted discountedrate

Change in risk adjusted discount rate (+50 bps) would decrease the FV by Rs 0.83 Million and (-50 bps) would increase FV by Rs 2.32 Million

(Rs. In million)

Particulars As at31st March, 2019

ValuationTechnique

Inputs used Sensitivity

Financial Assets at Amortised Cost

-- investments in preference shares 167.65 Discountedcash flow

Risk adjusted discountedrate

Change in risk adjusted discount rate (+50 bps) would decrease the FV by Rs 1.90 Million and (-50 bps) would increase FV by Rs 1.87 Million

41d Financial assets at amortised cost(Rs. In million)

Particulars

Amortised cost as 01st April ,2018 228.90

Gain on debt instrument designated at amortised cost 19.84

Redemption of instruments -

Investment written off (74.07)

other (7.02)

Amortised cost as 31st March ,2019 167.65

Gain on debt instrument designated at amortised cost 21.58

Redemption of instruments (5.00)

Other (9.68)

Amortised cost as 31st March ,2020 174.55

41e Description of the valuation processes used by the Company for fair value measurement categorised within level 3 :-

At each reporting date, the Company analyses the movement in the value of financial assets and liabilities which are required to be remeasured or reassessed as per the accouting policies. For this analysis, the Company verifies the major inputs applied in the latest valuation by agreeing the information in the valuation computation to contracts and other relevant documents.

The Company has also compares the changes in the fair value of each financial asset and liability with relevant external sources to determine whether the changes is reasonable. The Company also discusses of the major assumptions used in the valuations.

For the purpose of fair value disclosures, the Company has determined classes of financial assets and liabilities on the basis of nature, charateristics and risks of the asset or liability and the level of the fari value hierarchy as explained above.



42 Disclosures as per the Micro, Small and Medium Enterprises Development Act, 2006(Rs. in million)

Particulars As at 31 March, 2020 As at 31 March, 2019

(a) the principal amount and the interest due thereon remaining unpaid to any supplier at the end of each accounting year;

0.17 1.55

(b) the amount of interest paid by the buyer in terms section 16 of the Micro, Small and Medium Enterprises Development Act, 2006 (27 of 2006) along with the amount of the payment made to the supplier beyond the appointed day during each accounting year;

- -

(c) the amount of interest due and payable for the period of delay in making payment (which has been paid but beyond the appointed day during the year) but without adding the interest specified under the Micro, Small and Medium Enterprises Development Act, 2006;

- -

(d) the amount of interest accrued and remaining unpaid at the end of each accounting year; and

- -

(e) the amount of further interest remaning due and payable even in the succeding years, untill such date when the interest dues above are actually paid to the small enterprises, for the purpose of disallowance of a deductible expenditure under section 23 of the Micro, Small and Medium Enterprises Development Act, 2006.

- -

43 There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

44. Full particulars of loans given, investment made, guarantees given, security provided together with purpose in terms of section 186 (4) of the Companies Act, 2013

Name of entity Amount(Rs. in million)

Full Particulars

Purpose

Loan Given

Den Broadband Private Limited 229.80 Loan Given Loan given for the working capital requirement

Futuristic Media and Entrtainment Private Limited 15.00 Loan Given Loan given for the working capital requirement

45. During the previous year, the Company entered into the following non-cash investing activities which are adjusted in the Statement of Cash Flows :

Investment made by the Company in DEN BROADBAND PRIVATE LIMITED, a wholly owned subsidiary of the Company amounting to Rs. 238.90 million by conversion of loan amount.

46. During the provisional assessment towards the license fees for the years 2011-12 to 2015-16 by the department of telecom (DOT), DOT has considered the revenue from the Cable business and other income for the purpose of calculating AGR or license fees and demanded Rs. 6278.90 million.

The company has filed three petitions before the Hon’ble TDSAT challenging the demand of license fees as raised by the Department. In all three petitions the Hon’ble TDSAT was pleased to restrain the department from taking any coercive measure for realisation of the demands.

Further the Hon’ble TDSAT in association of Unified Telecom Service Providers of India & others vs. Union of India has clearly held that imposition of interest and penalty is wholly unjustified.

47. Impact of Pandemic COVID 19

The outbreak of Coronavirus (COVID -19) pandemic globally and in India is causing significant disturbance and slowdown of economic activity. In many countries, businesses are being forced to cease or limit their operations for long or indefinite periods of time. Measures taken to contain the spread of the virus, including travel bans, quarantines, social distancing, and closures of non-essential services have triggered significant disruptions to businesses worldwide, resulting in an economic slowdown.

The company being service provider of one of the “Essential Services – Television Broadcasting & Distribution” was able to operate under normal course of business during the period of Nationwide Lockdown with minimal impact on operations and the scale of operation was usual with respect to the cable subscriber base upto the date of adoption of financial statement. The company was also



able to get required services for its operations from its vendors, employees etc. as per normal course of business except for certain disruptions which are not material to the conduct of the operations. The company has evaluated impact of COVID -19 on its business operations and based on its review there is no significant impact on its financial statements.

48. The Board of Directors of the Company at their meeting held on 17th February 2020, approved Composite Scheme of Amalgamation and Arrangement between the Company, Network 18 Media & Investments Limited (Network18), Hathway Cable & Datacom Limited (HCDL), TV18 Broadcast Limited (TV18), (the Company, HCDL and TV18 collectively referred as Amalgamating Companies), Media18 Distribution Services Limited (Cable Co), Web18 Digital Services Limited (ISP Co.) and Digital18 Media Limited (Digital Co.) and their respective shareholders and creditors (“Scheme”). The appointed date for the Scheme is 1st February 2020, while the effectiveness of the Scheme is inter alia conditional upon and subject to requisite approvals.

49. Previous year figures have been regrouped / rearranged whereever necessary to make them comparable.

50. The standalone financial statements were approved for issue by the Board of Directors on 21st April, 2020.





ConsolidatedFinancial Statements


TO THE MEMBERS OF DEN NETWORKS LIMITEDReport on the Audit of Consolidated Financial Statements

Opinion

We have audited the accompanying consolidated financial statements of DEN NETWORKS Limited (hereinafter referred to as the ‘Holding Company/Parent”) and its subsidiaries (Holding Company and its subsidiaries together referred to as “the Group”), and its associates, which comprise the consolidated Balance Sheet as at 31st March, 2020, and the consolidated statement of Profit and Loss including other comprehensive income, the consolidated statement of changes in equity and the consolidated cash flows Statement for the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies (hereinafter referred to as “the consolidated financial statements”)

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid consolidated financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the consolidated state of affairs of the Company as at 31st March, 2020, of consolidated profit including other comprehensive income, consolidated changes in equity and its consolidated cash flows for the year then ended.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies act, 2013 (“the Act”). Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Code of Ethics issued by Institute of Chartered Accountants of India (“ICAI”) together with the ethical requirements that are relevant to our audit of the financial statements under the provision of the act and rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and ICAI Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the consolidated financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended 31st March, 2020. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters

Key Audit Matters How our audit addressed the key audit matter(i) GoodwillThe Group’s balance sheet includes Rs.1621.02 million of goodwill, representing 4.39% of total Group assets. Goodwill is tested annually for impairment using discounted cash-flow models of each CGU’s recoverable value compared to the carrying value of the assets. A deficit would result in impairment.The inputs to the impairment testing model which have the most significant impact on CGU recoverable value include:• Projected revenue growth, average revenue per user, operating margins; and• Discount rates used.The annual impairment testing is considered a significant accounting judgment and estimate (Note 36) and a key audit matter because the assumptions on which the tests are based are highly judgmental and are affected by future market and economic conditions which are inherently uncertain.

Our audit procedures included the following:• Assessed the appropriateness of the Group’s methodology applied in determining the

CGUs to which goodwill is allocated.• Assessed the assumptions around the key drivers of the recoverable value including

average revenue per user, expected growth rates and used.• Discussed potential changes in key drivers as compared to previous year with

management in order to evaluate whether the inputs and assumptions used in the cash flow forecasts were reasonable.

• Tested the arithmetical accuracy of the model.• Considered the completeness and accuracy of the disclosures, which are included in notes

36 of the consolidated financial statements.

Key Audit Matters How our audit addressed the key audit matter(ii) Litigations & Contingent liabilitiesThe Group is subject to number of significant litigations. Major risks identified by the Holding Company in that area relate to VAT liability on account of transfer of setup boxes, entertainment tax, and license fees liability from DOT on account of dispute to consider non-business for AGR calculation and dispute in duty assessment with custom department. The amounts of litigations may be significant and estimates of the amounts of provisions or contingent liabilities are subject to significant management judgment. (Refer note no. 29 and 50)Due to complexity involved in these litigation matters, management’s judgment regarding recognition and measurement of provisions for these legal proceedings is inherently uncertain and might change over time as the outcomes of the legal cases are determined and it has been considered as a key audit matter.

Our audit procedures included the following • Assessing the procedures implemented by the holding company to identify and gather

the risks it is exposed to.• Discussion with the management on the development in theses litigations during the

year ended 31st March, 2020.• Obtaining an understanding of the risk analysis performed by the holding company, with

the relating supporting documentation and studying written statements from internal/- external legal experts, when applicable.

• Verification that accounting and /or disclosure as the case may be in the consolidated financial statements is in accordance with the assessment of legal counsel/management.

• Obtaining representation letter from the management on the assessment of those matters as per SA 580 (revised) - written representations.

INDEPENDENT AUDITOR’S REPORT


Other Information

The Holding Company’s Board of Directors is responsible for the other information. The other information comprises the information included in the Annual Report but does not include the financial statements and our auditor’s report thereon.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

The Holding Company’s Board of Directors is responsible for the preparation and presentation of these consolidated financial statements in term of the requirements of the Act that give a true and fair view of the consolidated financial position, consolidated financial performance and consolidated cash flows of the Group including its associates in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act. The respective Board of Directors of the companies included in the Group and of its associates are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Group and of its associates and for preventing and detecting frauds and other irregularities; selection and application of appropriate implementation and maintaince of accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring accuracy and completeness of the accounting records, relevant to the preparation and presentation of the consolidated financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated financial statements by the Directors of the Holding Company, as aforesaid.

In preparing the consolidated financial statements, the respective Board of Directors of the companies included in the Group and of its associates are responsible for assessing the ability of the Group and of its associates to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group and of its associates or to cease operations, or has no realistic alternative but to do so.

The respective Board of Directors of the companies included in the Group and of its associates is responsible for overseeing the financial reporting process of the Group and of its associates.

Auditor’s Responsibilities for the Audit of the Consolidated

Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls system in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the Group and its associates to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group and its associates to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within


the Group and its associates of which we are the independent auditors and whose financial information we have audited, to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the audit of the financial statements of such entities included in the consolidated financial statements of which we are the independent auditors. For the other entities included in the consolidated financial statements, which have been audited by other auditors, such other auditors remain responsible for the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion.

We communicate with those charged with governance of the Holding Company and such other entities included in the consolidated financial statements of which we are the independent auditors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended 31st March, 2020 and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication

Other Matters

(a) We did not audit the financial statements/financial information of 98 subsidiaries, whose financial statements/financial information reflect total assets of Rs. 5,918.76 millionas at 31st March, 2020, total revenues of Rs. 5,268.41 million and net cash inflows amounting to Rs.373.50 million for the year ended on that date, as considered in the consolidated financial statements and financial statements of 5 associates, which reflects the Group’s share of net profit including total other comprehensive income of Rs. 10.12million for the year ended 31st March, 2020 as considered in the consolidated financial statements,These financial statements/financial information have not been audited by us. These financial statements/financial information have been audited by other auditors whose reports have been furnished to us by the Management and our opinion on the consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries and associates, and our report in terms of sub-section (3) of Section 143 of the Act, in so far as it relates to the aforesaid subsidiaries and associates is based solely on the reports of the other auditors.

(b) We did not audit the financial statements/financial information of 6 subsidiaries, whose financial statements/financial information reflect total assets of Rs. 463.62 million as at 31st March, 2020, total revenues of Rs. 447.54 million and net cash outflows amounting to Rs. (85.99) million for the year ended on that date, as considered in the consolidated financial statements. The consolidated financial statements also include the Group’s share of net profit / (loss) including total other comprehensive income of Rs. Nil million for the year ended 31st March, 2020,as considered in the consolidated financial statements in respect of 1 associate. These financial statements / financial information have not been audited by us. These financial statements / financial information are unaudited and have been furnished to us by the Management and our opinion on the consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries and associate is based solely on such unaudited financial statements/ financial information. In our opinion and according to the information and explanations given to us by the Management, these financial statements/ financial information are not material to the Group.

Our opinion on the consolidated financial statements above and our report on Other Legal and Regulatory Requirements below, is not modified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditors and the financial statements/financial information certified by the Management.

Report on Other Legal and Regulatory Requirements

As required by Section 143(3) of the Act, based on our audit and on the consideration of the report of the other auditors on separate financial statements and the other financial information of subsidiaries and associates,companies incorporated in India, referred in the Other Matters paragraph above we report, to the extent applicable, that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid consolidated financial statements.

(b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated financial statements have been kept so far as it appears from our examination of those books and the reports of the other auditors.

(c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss (including Other Comprehensive Income), the Consolidated Cash Flow Statement and Consolidated Statement of Changes in Equity dealt with by this Report are in agreement with the relevant books of account maintained for the purpose of preparation of the consolidated financial statements.

(d) In our opinion, the aforesaid consolidated financial statements comply with the Indian Accounting Standards prescribed under Section 133 of the Act.

(e) On the basis of the written representations received from the


directors of the Parent as on 31stMarch, 2020 taken on record by the Board of Directors of the Parent, the reports of the statutory auditors of its subsidiaries and associates,companies incorporated in India, none of the directors of the Group companies and its associates, companies incorporated in India, is disqualified as on 31stMarch, 2020 from being appointed as a director in terms of Section 164 (2) of the Act.

(f ) With respect to the adequacy of the internal financial controls over financial reporting and the operating effectiveness of such controls, refer to our separate Report in“ANNEXURE A”, which is based on the auditor’s reports of the Parent, subsidiaries and associates, companies incorporated in India to whom internal financial controls over financial reporting is applicable. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of internal financial controls over financial reporting of those companies, for the reasons stated therein.

(g) With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of section 197(16) of the Act, as amended:

In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid or provided by the holding company to its directors during the year is in accordance with the provisions of section 197 of the Act.

(h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies(Audit and Auditor’s) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations given to us:

i. The consolidated financial statements disclose the impact of pending litigations on the consolidated financial position of the Group and its associates. Refer Note 29 to the consolidated financial statements.

ii. The Group and its associates did not have any material foreseeable losses on long-term contracts including derivative contracts.

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Parent, its subsidiaries and its associates,companies incorporated in India.

For Chaturvedi & Shah LLPChartered Accountants(Firm’s Registration No. 101720W/W100355)

Vijay NapawaliyaPartner(Membership No. 109859)UDIN :20109859AAAABQ6655


“ANNEXURE A” TO THE INDEPENDENT AUDITOR’S REPORT(Referred to in paragraph (f)under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

In conjunction with our audit of the consolidated financial statements of the Company as of and for the year ended 31stMarch,2020, we have audited the internal financial controls over financial reporting of DEN NETWORKS LIMITED (hereinafter referred to as“the Holding Company” / “Parent”) and its 99 subsidiary companies and 5 associates, which are companies incorporated in India, as of that date.

Management’s Responsibility for Internal Financial Controls

The respective Board of Directors of the Parent, its subsidiary companies and its associates, which are companies incorporated in India, are responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the respective companies considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the respective company’s policies, the safeguarding of its assets,the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditor’s Responsibility

Our responsibility is to express an opinion on the internal financial controls over financial reporting of the Parent, its subsidiary companies and its associates, which are companies incorporated in India, based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) issued by the ICAI and the Standards on Auditing,prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness


exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained and the audit evidence obtained by the other auditors of the subsidiary companies and its associates, which are companies incorporated in India, in terms of their reports referred to in the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls system over financial reporting of the Parent, its subsidiary companies and its associates, which are companies incorporated in India.

Meaning of Internal Financial Controls Over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal

financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion to the best of our information and according to the explanations given to us and based on the consideration of the reports of the other auditors referred to in the Other Matters paragraph below, the Parent and its subsidiary companies and associates which are companies incorporated in India, have, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March, 2020, based on the criteria for internal financial control over financial reporting established by the respective companies considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the ICAI

Other Matters

Our aforesaid report under Section 143(3)(i) of the Act on the adequacy and operating effectiveness of the internal financial controls over financial reporting in so far as it relates to 98 subsidiary companies and 5associates, which are companies incorporated in India, is based solely on the corresponding reports of the auditors of such companies incorporated in India. Our opinion is not modified in respect of the above matters.

For Chaturvedi & Shah LLPChartered Accountants(Firm’s Registration No. 101720W/W100355)

Vijay NapawaliyaPartner(Membership No. 109859)UDIN : 20109859AAAABQ6655



CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH, 2020(Rs. in million)

Particulars Note As at As at No. 31.03.2020 31.03.2019

A. ASSETS1. Non-current assets (a) Property, plant and equipment 3A 5,935.69 7,588.83

(b) Capital work-in-progress 206.01 186.83

(c) Goodwill on consolidation 36 1,621.02 1,623.80

(d) Intangible assets 3B 75.30 132.51

(e) Financial assets

(i) Investments 4 694.99 684.87

(ii) Loans 5 28.38 63.50

(f ) Non current tax assets (net) 7 1,135.36 1,100.04

(g) Deferred tax assets (net) 28(C) 449.23 928.42

(h) Other non-current assets 8 647.25 545.96

Total non-current assets 10,793.23 12,854.762. Current assets (a) Financial assets

(i) Investments 9 - 20,709.84

(ii) Trade receivables 10 1,339.26 2,260.11

(iii) Cash and cash equivalents 11 878.42 788.78

(iv) Bank balances other than cash and cash equivalents 12 21,432.01 1,459.38

(v) Loans 5 269.76 272.52

(vi) Other financial assets 6 1,634.29 884.58

(b) Other current assets 8 550.40 330.65

Total current assets 26,104.14 26,705.86 Total assets 36,897.37 39,560.62B. EQUITY AND LIABILITIES Equity (a) Equity share capital 13 4,767.66 4,767.66

(b) Other equity 14 21,257.97 20,692.78

Equity attributable to owners of the Company 26,025.63 25,460.44 Non-controlling interests 709.25 780.56

Total equity 26,734.88 26,241.00 Liabilities1. Non-current liabilities (a) Financial liabilities

(i) Borrowings 15 - 2,660.31

(ii) Other financial liabilities 16 - 0.35

(b) Provisions 17 132.75 119.77

(c) Deferred tax liabilities (net) 28(C) 21.18 13.67

(d) Other non-current liabilities 18 1,915.28 2,652.33

Total non-current liabilities 2,069.21 5,446.43


CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH, 2020(Rs. in million)

Particulars Note As at As at No. 31.03.2020 31.03.2019

2. Current liabilities (a) Financial liabilities

(i) Borrowings 19 2,133.46 648.87

(ii) Trade payables 20

- Total outstanding dues of micro enterprises and small enterprises 0.17 1.55

-Total outstanding dues of creditors other than micro enterprises and 2,463.41 2,642.76

small enterprises

(iii) Other financial liabilities 16 1,469.25 3,210.56

(b) Provisions 17 16.28 13.91

(c) Current tax liabilities (net) 21 0.68 17.89

(d) Other current liabilities 18 2,010.03 1,337.65

Total current liabilities 8,093.28 7,873.19 Total liabilities 10,162.49 13,319.62 Total equity and liabilities 36,897.37 39,560.62 See accompanying notes to the Consolidated Financial Statements 1 to 52

In terms of our report attachedFor Chaturvedi & Shah LLP For and on behalf of the Board of Directors ofChartered Accountants DEN NETWORKS LIMITEDFirm Regisration Number : 101720W/W100355

Vijay Napawaliya Sameer Manchanda Ajaya Chand S.N. Sharma Partner Chairman and Managing Director Director Chief Executive OfficerMembership No. 109859 DIN No:00015459 DIN No. 02334456

Jatin Mahajan Satyendra Jindal Company Secretary Chief Financial Officer M.No: F6887

Place: Mumbai Place: GurugramDate: 21st April 2020 Date: 21st April 2020


(Rs. in million)


1. Income

(a) Revenue from operations 22 12,914.52 12,060.65

(b) Other income 23 1,756.64 463.41

2. Total income 14,671.16 12,524.06

3. Expenses

(a) Content cost 6,080.83 5,729.89

(b) Placement fees 163.79 424.57

(c) Employee benefits expense 24 949.71 958.17

(d) Finance costs 25 318.33 586.55

(e) Depreciation and amortisation expense 2,467.86 2,415.70

(f ) Other expenses 26 3,603.56 3,121.06

4. Total Expenses 13,584.08 13,235.94

5. Profit/(Loss) before exceptional items and tax expense (2-4) 1,087.08 (711.88)

6. Exceptional items 27 - 2,111.00

7. Share of profit / (loss) of associates 48 11.26 (53.94)

8. Profit/(Loss) before tax (5+6+7) 1,098.34 (2,876.82)

9. Tax expense

(a) Current tax 28A(a) 25.91 140.29

(b) Deferred tax 28A(b) 486.05 (11.61)

10. Total tax expense 511.96 128.68

11. Profit/ (Loss) after tax (8-10) 586.38 (3,005.50)

12. Other comprehensive income

(i) Items that will not be reclassified to profit or loss:

(a) (i) Re measurement Gains / (Losses) on Defined benefit plans (3.10) 13.63

(ii) Income tax effect on above (0.67) (1.10)

(b) Share in other comprehensive income of associates (1.14) 1.04

(ii) Items that will be relassified to profit or loss: - -

13. Total other comprehensive income (4.91) 13.57

14. Total comprehensive income for the year (11+13) 581.47 (2,991.93)

15. Profit/(Loss) for the year attributable to :

- Owners of the Company 699.60 (2,774.85)

- Non-controlling interests 47 (113.22) (230.65)

16. Other comprehensive income for the year :

- Owners of the Company (5.72) 14.35

- Non-controlling interests 47 0.81 (0.78)

CONSOLIDATED STATEMENT OF PROFIT AND LOSSFOR THE YEAR ENDED 31ST MARCH, 2020


CONSOLIDATED STATEMENT OF PROFIT AND LOSSFOR THE YEAR ENDED 31ST MARCH, 2020

17. Total comprehensive income for the year :

- Owners of the Company 693.88 (2,760.50)

- Non-controlling interests (112.41) (231.43)

18. Earnings per equity share (EPS) 33

(Face value of Rs. 10 per share)

Basic (in Rs.) 1.47 (11.63)

Diluted (in Rs.) 1.47 (11.63)

See accompanying notes to the consolidated Financial Statements 1 to 52

(Rs. in million)







(Rs. in million)


A. Cash flow from operating activities Profit /(Loss) after tax 586.38 (3,005.50) Adjustments for : Depreciation and amortisation expense 2,467.86 2,415.70 Finance costs 318.33 586.55 Share-based payments to employees - 4.45 Net (gain)/loss on foreign currency transactions and translation 0.43 11.01 Provision for Impairment of capital-work-in-progress 5.86 - Allowance on trade receivables and advances 526.96 308.92 Exceptional item - 2,110.00 Net gain on sale of property, plant and equipment (26.64) (4.97) Property, plant and equipment/ capital work-in-progress written off 2.16 0.21 Interest income earned on financial assets and income tax refund (1,454.67) (192.96) Net gain on sale of current investments /Net gain on investments desiganted at FVTPL (275.33) (265.48) Liabilities/ excess provisions written back (net) (240.24) (213.98) Provision for impairment of goodwill on consolidation 30.71 - Loss on sale of Investment 2.96 - Income tax expense recognised in profit or loss 511.96 128.68 Share of Profit / (Loss) from associates (11.26) 53.94 Operating profit before working capital changes 2,445.47 1,936.57 Changes in working capital: Adjustments for (increase)/ decrease in operating assets: Trade receivables 564.74 (716.79) Other receivables (60.00) (337.58) Adjustments for increase / (decrease) in operating liabilities: Trade payables 23.80 302.18 Other payables (303.61) (418.70) Provisions 12.25 5.31 Cash generated from operations 2,682.65 770.99 Net income tax (paid) / refunds (3.03) (354.40) Net cash flow from operating activities (A) 2,679.62 416.59B. Cash flow from investing activities Capital expenditure on property, plant and equipment including capital advances (783.91) (1,039.56) Proceeds from sale of property, plant and equipment 53.77 81.32 Bank balances not considered as Cash and cash equivalents - Placed (16,191.94) 215.66 Purchase of Investments (6,438.64) (41,479.41) Sale of Investments 27,416.03 21,535.48 Movement of Loan (net) 9.72 66.93 Sale of non current Investment 0.03 - Interest received 224.02 151.73 Net cash (used in) / from investing activities (B) 4,289.08 (20,467.86)

CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2020


CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2020

C. Cash flow from financing activities Proceeds from issue of equity shares - 20,450.00 Share issue expenses - (39.95) Dividend (including DDT) paid to non- controlling interest of subsidiaries (82.49) (15.62) Borrowings- non-current - Proceeds - 2,010.97 - Repayments (4,214.74) (2,115.65) Redemption of preference shares (21.09) 21.09 Fixed deposit (pledged) (3,780.69) - Lease liability paid (6.29) - Borrowings- current net 1,484.59 (401.42) Finance costs (258.35) (578.39) Net cash (used in) / from financing activities (C) (6,879.06) 19,331.03 Net increase/ (decrease) in cash and cash equivalents (A+B+C) 89.64 (720.24) Cash and cash equivalents as at the beginning of the year 788.78 1,509.02 Cash and cash equivalents as at the end of the year 878.42 788.78 *Comprises: a. Cash on hand 37.76 115.25 b. Cheques on hand - 28.26 c. Balance with scheduled banks i. in current accounts 840.66 622.97 ii. in deposit accounts -original maturity of 3 months or less - 22.30 878.42 788.78 See accompanying notes to the Consolidated Financial Statements 1 to 52

(Rs. in million)








Vijay Napawaliya Sameer Manchanda Ajaya Chand S.N. Sharma Partner Chairman and Managing Director Director Chief Executive OfficerMembership No. 109859 DIN No: 00015459 DIN No. 02334456



a. Equity share capital (Rs. in million)

Particulars Amount Balance at 1st April , 2018 1,953.18 Changes in equity share capital during the year Issue of equity shares (See note 39) 2,814.48 Balance at 31 March, 2019 4,767.66 Changes in equity share capital during the year - Balance at 31 March, 2020 4,767.66

b. Other equity(Rs. in million)

Particulars Reserves and Surplus

Securities Premium

General Reserve

Equity-settled employee

benefitsreserve

Capital Redemp-

tion Reserve

Retained Earnings

Attributable to owners of

the Parent

Non-con-trolling

interests

Total

Balance at 1st April , 2018 16,516.24 216.94 90.13 - (10,916.85) 5,906.46 1,039.41 6,945.87 Profit/(Loss) for the year - - - - (2,774.85) (2,774.85) (230.65) (3,005.50)Other comprehensive income for the year - - - - 14.35 14.35 (0.78) 13.57 Total comprehensive income/(loss) for the year - - - - (2,760.50) (2,760.50) (231.43) (2,991.93)Premium on shares issued during the year (See note 14) 17,635.52 - - - - 17,635.52 - 17,635.52 Dividend distribution tax (See note 14) - - - - (15.62) (15.62) (71.47) (87.09)Share-based payments to employees (See note 14) - - 4.45 - - 4.45 - 4.45 Utilised during the year for writing off share issue expenses (39.95) - - - - (39.95) - (39.95)Non-controlling interests arising on the acquisition of subsidiariesand additional stake in subsidiaries

- - - - (60.61) (60.61) 60.61 -

Merger of Step down subsidiaries - - - - 23.04 23.04 (16.57) 6.47 ESOP on expired options transfer to retained earnings - - (83.39) - 83.39 - - - Balance at 31 March, 2019 34,111.81 216.94 11.19 - (13,647.16) 20,692.78 780.56 21,473.34 Profit/(Loss) for the year - - - - 699.60 699.60 (113.22) 586.38 Other comprehensive income for the year - - - - (5.72) (5.72) 0.81 (4.91)Total comprehensive income/(loss) for the year - - - - 693.88 693.88 (112.41) 581.47 Dividend distribution tax (See note 14) - - - - (19.58) (19.58) (62.91) (82.49)Non-controlling interests arising on the acquisition of subsidiaries and additional stake in subsidiaries / adjustment due to sale of subsidiary

- - - - (109.11) (109.11) 104.01 (5.10)

Transfer from retained earning to capital redemption reserve on redemption of preference shares

- - - 25.00 (25.00) - - -

ESOP on expired options transfer to retained earnings - - (11.19) - 11.19 - - -

Balance at 31 March, 2020 34,111.81 216.94 - 25.00 (13,095.78) 21,257.97 709.25 21,967.22

See accompanying notes to the Consolidated Financial Statements 1 to 52

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31ST MARCH, 2020


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS1. Corporate information

DEN NETWORKS LIMITED (hereinafter referred to as ‘the Company’ or ‘Den’) was incorporated in India on 10 July, 2007 and is primarily engaged in distribution of television channels through digital cable distribution network. The Company is having its registered office at 236, Okhla Industrial Area, Phase III, New Delhi - 110020.

The Company changed its status from a Private Limited Company to a Public Limited Company on 15 April, 2008 thereby changing its name to Den Digital Entertainment Networks Limited. Subsequently, the Company changed its name to Den Networks Limited on 27 June, 2008. The equity shares of the Company are listed on two of the stock exchanges in India i.e. NSE and BSE.

These Consolidated Financial Statements comprise the consolidation of DEN NETWORKS LIMITED, its wholly owned and other subsidiaries (together the ‘Group’). These subsidiaries and associates are mainly engaged in the business of distribution of cable television channels, internet and other related business.

2 Significant accounting policies

2.01 Basis of preparation

(i) Statement of Compliance

The Consolidated Financial Statements comply in all material aspects with Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Companies Act, 2013 (the Act) read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, and other accounting principles generally accepted in India.

(ii) Basis of preparation and presentation

The Consolidated Financial Statements have been prepared on the historical cost basis except for certain financial instruments that are measured at fair values at the end of each reporting period, as explained in the accounting policies below.

Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Group takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. Fair value for measurement and/or disclosure purposes in these consolidated financial statements is determined on such a basis, except for share-based payment transactions that are within the scope of Ind AS 102 Share based payments, leasing transactions that are within the scope of Ind AS 116 Leases, and measurements that have some similarities to fair

value but are not fair value, such as net realisable value in Ind AS 2 Inventories or value in use in Ind AS 36 Impairment of Assets.

In addition, for financial reporting purposes, fair value measurements are categorised into Level 1, 2, or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows:

• Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date;

• Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and

• Level 3 inputs are unobservable inputs for the assets or liability.

2.02 Basis of consolidation

The Consolidated Financials Statements incorporate the financial statements of the Company and entities controlled by the Company. Control is achieved when the Company:

• has power over the investee;

• is exposed, or has rights, to variable returns from its involvement with the investee; and

• has the ability to use its power to affect its returns.

The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.

Profit or loss and each component of other comprehensive income are attributed to the owners of the Company and to the non-controlling interests. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.

When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Group’s accounting policies.

All intragroup assets and liabilities, equity, income, expenses, and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.

Changes in the Group’s ownership interests in existing subsidiaries

Changes in the Group’s ownership interests in subsidiaries that do not result in the Group losing control, over the subsidiaries are accounted for as equity transactions. The carrying amounts of the Group’s interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or


received is recognised directly in equity and attributed to owners of the Company.

When the Group loses control of a subsidiary, a gain or loss is recognised in profit or loss and is calculated as the difference between (i) the aggregate of the fair value of the consideration received and the fair value of any retained interest and (ii) the previous carrying amount of the assets (including goodwill), and liabilities of the subsidiary and any non-controlling interests. All amounts previously recognised in other comprehensive income in relation to that subsidiary are accounted for as if the Group had directly disposed of the related assets or liabilities of the subsidiary (i.e. reclassified to profit or loss or transferred to another category of equity as specified/permitted by applicable Ind AS). The fair value of any investment retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition of an investment in an associate or a joint Venture.

2.03 Goodwill

Goodwill arising on an acquisition of a business is carried at cost as established at the date of acquisition of the business (see note 2.04) less accumulated impairment losses, if any.

For the purpose of impairment testing, goodwill is allocated to each of the Group’s cash-generating units (or groups of cash-generating units) that is expected to benefit from the synergies of the combination.

A cash-generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. The recoverable amount of the cash-generating unit is less than its carry amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata based on the carrying amount of each asset in the unit. Any impairment loss for goodwill is recognised directly in profit or loss. An impairment loss recognised for goodwill is not reversed in subsequent periods.

On disposal of the relevant cash-generating unit, the attributable amount of goodwill is included in the determination of the profit or loss on disposal.

The Group’s policy for goodwill arising on the acquisition of an associate described at note 2.04 below.

2.04 Business Combination

Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of the assets transferred by the Group, liabilities incurred by the Group to the former owners of the acquiree and the equity interests issued by the Group in exchange of control of the acquiree. Acquisition-related costs are generally recognised in profit or loss as incurred.

At the acquisition date, the identifiable assets acquired and

liability assumed are recognised at the fair value, except that:

1) deferred tax assets or liabilities, and assets or liabilities related to employee benefit arrangements are recognised and measured in accordance with Ind AS 12 Income Taxes and Ind AS 19 Employee Benefits respectively;

2) liabilities or equity instruments related to share-based payment arrangements of the acquiree or share-based payment arrangements of the Group entered into to replace share-based payment arrangements of the acquiree are measured in accordance with Ind AS 102 Share-based Payments at the acquisition date; and

3) assets (or disposal groups) that are classified as held for sale in accordance with Ind AS 105 Non-current Assets Held for Sale and Discontinued Operations are measured in accordance with that Standard.

Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree, and the fair value of the acquirer’s previously held equity interest in the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed.

In case of a bargain purchase, before recognising a gain in respect thereof, the Group determines whether there exists clear evidence of the underlying reasons for classifying the business combination as a bargain purchase. Thereafter, the Group reassesses whether it has correctly identified all of the assets acquired and all of the liabilities assumed and recognises any additional assets or liabilities that are identified in that reassessment. The Group then reviews the procedures used to measure the amounts that Ind AS requires for the purposes of calculating the bargain purchase. If the gain remains after this reassessment and review, the Group recognises it in other comprehensive income and accumulates the same in equity as capital reserve. This gain is attributed to the acquirer. If there does not exist clear evidence of the underlying reasons for classifying the business combination as a bargain purchase, the Group recognises the gain, after reassessing and reviewing (as described above), directly in equity as capital reserve.

Non-controlling interests that are present ownership interests and entitle their holders to a proportionate share of the entity’s net assets in the event of liquidation may be initially measured either at fair value or at the non-controlling interests’ proportionate share of the recognised amounts of the acquiree’s identifiable net assets. The choice of measurement basis is made on a transaction-by-transaction basis. Other types of non-controlling interests are measured at fair value or, when applicable, on the basis specified in another Ind AS.

When the consideration transferred by the Group in a business combination includes assets or liabilities resulting from a contingent consideration arrangement, the contingent consideration is measured at its acquisition-date fair value

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


and included as part of the consideration transferred in a business combination. Changes in the fair value of the contingent consideration that qualify as measurement period adjustments are adjusted retrospectively, with corresponding adjustments against goodwill or capital reserve, as the case maybe. Measurement period adjustments are adjustments that arise from additional information obtained during the ‘measurement period’ (which cannot exceed one year from the acquisition date) about facts and circumstances that existed at the acquisition date.

The subsequent accounting for changes in the fair value of the contingent consideration that do not qualify as measurement period adjustments depends on how the contingent consideration is classified. Contingent consideration that is classified as equity is not remeasured at subsequent reporting dates and its subsequent settlement is accounted for within equity. Contingent consideration that is classified as an asset or a liability is remeasured at fair value at subsequent reporting dates with the corresponding gain or loss being recognised in profit or loss.

When a business combination is achieved in stages, the Group’s previously held equity interest in the acquiree is remeasured to its acquisition-date fair value and the resulting gain or loss, if any, is recognised in profit or loss. Amounts arising from interests in the acquiree prior to the acquisition date that have previously been recognised in other comprehensive income are reclassified to profit or loss where such treatment would be appropriate if that interest were disposed of.

If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period (see above), or additional assets or liabilities are recognised, to reflect new information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the amounts recognised at that date.

2.05 Cash and cash equivalents

Cash comprises cash on hand and demand deposits with banks. Cash equivalents are short-term balances (with an original maturity of three months or less from the date of acquisition) and highly liquid investments that are readily convertible into known amounts of cash and which are subject to insignificant risk of changes in value.

2.06 Cash flow statement

Cash flows are reported using indirect method, whereby Profit/(loss) after tax reported under the Consolidated Statement of Profit and Loss is adjusted for the effects of transactions of non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from operating, investing and financing activities of the Group are segregated based on available information.

2.07 Property, plant and equipment

All the items of property, plant and equipment are stated at historical cost net of input tax credit less depreciation and impairment losses. Historical cost includes expenditure that is directly attributable to the acquisition of the items.

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of any component accounted for as a separate asset is derecognised when replaced. All other repairs and maintenance are charged to profit or loss during the reporting period in which they are incurred.

Depreciation is recognised so as to write off the cost of assets less their residual values over their useful lives, using the straight-line method. The estimated useful life is taken in accordance with Schedule II to the Companies Act, 2013 except in respect of the following categories of assets, in whose case the life of the assets has been assessed based on technical advice, taking into account the nature of the asset, the estimated usage of the asset, the operating conditions of the asset, past history of replacement, anticipated technological changes, manufacturers warranties and maintenance support, etc. The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.

Useful lives of tangible assets

Tangible assets are amortised over their estimated useful life on straight line method as follows:

a. Headend and distribution equipment

6 -15 years

b. Set top boxes (STBs) 8 years

c. Modems and routers 5 years

d. Computers 6 years

e. Office and other equip-ment

3 years

f. Furniture and fixtures 3 to 10 years

g. Vehicles 6 years

h. Leasehold improvements Lower of the useful life and the remaining period of the lease.

i. Property, plant and equipment acquired through business pur-chase

5 years as estimated by an approved valuer

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the



difference between the sales proceeds and the carrying amount of the asset and is recognised in profit or loss.


The Group had elected to continue with the carrying value of all of its property, plant and equipment recognised as of 1 April, 2015 (transition date) measured as per the previous GAAP and use that carrying value as its deemed cost as of the transition date.

2.08 Intangible assets

Intangible assets acquired separately

Intangible assets with finite useful lives that are acquired separately are carried at cost less accumulated amortisation and accumulated impairment losses. Amortisation is recognised on a straight-line basis over their estimated useful lives. The estimated useful life and amortisation method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis. Intangible assets with indefinite useful lives that are acquired separately are carried at cost less accumulated impairment losses.

Distribution network rights and non compete fees represents amounts paid to local cable operators/distributors to acquire rights over a particular area for a specified period of time. Other intangible assets includes software and license fees for internet services.

Derecognition of intangible assets

An intangible asset is derecognised on disposal, or when no future economic benefits are expected from use or disposal. Gains or losses arising from derecognition of an intangible asset, measured as the difference between the net disposal proceeds and the carrying amount of the asset, are recognised in profit or loss when the asset is derecognised.

Useful lives of intangible assets

Intangible assets are amortised over their estimated useful life on straight line method as follows:

a. Distribution network rights 5 years

b. Software 5 years

c. License fee for internet service

Over the period of license agreement

d. Non compete fees 5 years


The Group had elected to continue with the carrying value of all of its intangible assets recognised as of 1 April, 2015 (transition date) measured as per the previous GAAP and use that carrying value as its deemed cost as of the transition date.

2.09 Impairment of tangible and intangible assets other than goodwill

At the end of each reporting period, the Group reviews the carrying amounts of its tangible and intangible assets to

determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). When it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. When a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest Group of cash-generating units for which a reasonable and consistent allocation basis can be identified.

Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment at least annually, and whenever there is an indication that the asset may be impaired.

Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss.

When an impairment loss subsequently reverses, the carrying amount of the asset (or a cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss.

2.10 Revenue recognition

The Company derives revenues primarily by providing service in respect of distribution of television channels through digital cable distribution network.

Revenue is recognized on satisfaction of performance obligation upon transfer of promised products or services to customers in an amount that reflects the consideration which the Company expects to receive in exchange for those products or services.

Generally, control is transfer upon shipment of products to the customer or when the product is made available to the customer, provided transfer of title to the customer occurs and the Company has not retained any significant risks of ownership or future obligations with respect to the product shipped.



Service revenue comprises:

(i) Subscription income from digital and analog subscribers, placement of channels, advertisement revenue, fees for rendering management, technical and consultancy services and other related services.

(ii) Activation fees on Set top boxes (STBs) is deferred and recognized over the period of customer relationship on activation of boxes.

(iii) Amounts billed for services in accordance with contractual terms but where revenue is not recognized, have been classified as advance billing and disclosed under current liabilities.

(iv) Revenue from the prepaid internet service plans, which are active at the end of accounting period, is recognised on time proportion basis.

Revenue is measured at the amount of consideration which the company expects to be entitled to in exchange for transferring distinct product or services to a customer as specified in the contract, excluding amounts collected on behalf of third parties (for example taxes and duties collected on behalf of the government). Consideration is generally due upon satisfaction of performance obligations and a receivable is recognized when it becomes unconditional.

Revenue in excess of invoicing are classified as contract assets (“unbilled revenue”) while invoicing in excess of revenues are classified as contract liabilities (“unearned and deferred revenue”).

2.11 Other income

Dividend income and interest income

Dividend income from investments is recognised when the shareholder’s right to receive payment has been established (provided that it is probable that the economic benefits will flow to the Group and the amount of income can be measured reliably).

Interest income from a financial asset is recognised when it is probable that the economic benefits will flow to the Group and the amount of income can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset’s net carrying amount on initial recognition.

2.12 Share-based payment arrangements

Share-based payment transactions of the Group

Equity-settled share-based payments to employees and others providing similar services are measured at the fair value of the equity instruments at the grant date. Details regarding the determination of the fair value of equity-settled share-based transactions are set out in note 35.

The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-

line basis over the vesting period, based on the Group’s estimate of equity instruments that will eventually vest, with a corresponding increase in equity. At the end of each reporting period, the Group revises its estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognised in profit or loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to the equity-settled employee benefits reserve.

Equity-settled share-based payment transactions with parties other than employees are measured at the fair value of the goods or services received, except where that fair value cannot be estimated reliably, in which case they are measured at the fair value of the equity instruments granted, measured at the date the entity obtains the goods or the counterparty renders the service.

For cash-settled share-based payments, a liability is recognised for the goods or services acquired, measured initially at the fair value of the liability. At the end of each reporting period until the liability is settled, and at the date of settlement, the fair value of the liability is remeasured, with any changes in fair value recognised in profit or loss for the year.

2.13 Foreign Currencies

The functional currency for the Group is determined as the currency of the primary economic environment in which it operates. For the Group, the functional currency is the local currency of the country in which it operates, which is INR.

Transactions in foreign currencies are recorded at the exchange rate prevailing on the date of transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency closing rates of exchange at the reporting date.

Exchange differences arising on settlement or translation of monetary items are recognised in Statement of Profit and Loss except to the extent of exchange differences which are regarded as an adjustment to interest costs on foreign currency borrowings that are directly attributable to the acquisition or construction of qualifying assets which are capitalised as cost of assets.

Non-monetary items that are measured in terms of historical cost in a foreign currency are recorded using the exchange rates at the date of the transaction. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was measured. The gain or loss arising on translation of non-monetary items measured at fair value is treated in line with the recognition of the gain or loss on the change in fair value of the item (i.e. translation differences on items whose fair value gain or loss is recognised in Other Comprehensive Income or Statement of Profit and Loss are also recognised in Other Comprehensive Income or Statement of Profit and Loss, respectively).

In case of an asset, expense or income where a non-monetary



advance is paid/received, the date of transaction is the date on which the advance was initially recognised. If there were multiple payments or receipts in advance, multiple dates of transactions are determined for each payment or receipt of advance consideration.

Treatment of exchange differences

The exchange differences on monetary items are recognised in Profit or Loss in the period in which they arise.

2.14 Financial instruments

Financial assets and financial liabilities are recognised when a Group entity becomes a party to the contractual provisions of the instruments.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.

Investment in associates

An associate is an entity over which the Group has significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies.

Investment in Associates has been accounted under the Equity Method as per Ind AS 28 – Investments in Associates and Joint Ventures.

The results and assets and liabilities of associates or joint ventures are incorporated in these Consolidated Financial Statements using the equity method of accounting, except when the investment, or a portion thereof, is classified as held for sale, in which case it is accounted for in accordance with Ind AS 105 Non-current Assets Held for Sale and Discontinued Operations. Under the equity method, an investment in an associate or a joint venture is initially recognised in the Consolidated Balance Sheet at cost and adjusted thereafter to recognise the Group’s share of the profit or loss and other comprehensive income of the associate or joint venture. Distributions received from an associate or a joint venture reduce the carrying amount of the investment. When the Group’s share of losses of an associate or a joint venture exceeds the Group’s interest in that associate or joint venture (which includes any long-term interests that, in substance, form part of the Group’s net investment in the associate or joint venture), the Group discontinues recognising its share of further losses. Additional losses are recognised only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the associate or joint venture.

An investment in an associate or a joint venture is accounted for using the equity method from the date on which the investee becomes an associate or a joint venture. On acquisition of the investment in an associate or a joint venture, any excess of the cost of the investment over the Group’s share of the net fair value of the identifiable assets and liabilities of the investee is recognised as goodwill, which is included within the carrying amount of the investment. Any excess of the Group’s share of the net fair value of the identifiable assets and liabilities over the cost of the investment, after reassessment, is recognised directly in equity as capital reserve in the period in which the investment is acquired.

After application of the equity method of accounting, the Group determines whether there any is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the net investment in an associate or a joint venture and that event (or events) has an impact on the estimated future cash flows from the net investment that can be reliably estimated. If there exists such an objective evidence of impairment, then it is necessary to recognise impairment loss with respect to the Group investment in an associate or a joint venture.

When necessary, the entire carrying amount of the investment (including goodwill) is tested for impairment in accordance with Ind AS 36 Impairment of Assets as a single asset by comparing its recoverable amount (higher of value in use and fair value less costs of disposal) with its carrying amount, any impairment loss recognised forms part of the carrying amount of the investment. Any reversal of that impairment loss is recognised in accordance with Ind AS 36 Impairment of Assets to the extent that the recoverable amount of the investment subsequently increases.

The Group discontinues the use of the equity method from the date when the investment ceases to be an associate or a joint venture, or when the investment is classified as held for sale. When the Group retains an interest in the former associate or joint venture and the retained interest is a financial asset, the Group measures the retained interest at fair value at that date and the fair value is regarded as its fair value on initial recognition in accordance with Ind AS 109 Financial Instruments. The difference between the carrying amount of the associate or joint venture at the date the equity method was discontinued, and the fair value of any retained interest and any proceeds from disposing of a part interest in the associate or joint venture is included in the determination of the gain or loss on disposal of the associate or joint venture. In addition, the Group accounts for all amounts previously recognised in other comprehensive income in relation to that associate or joint venture on the same basis as would be required if that associate or joint venture had directly disposed of the related assets or liabilities. Therefore, if a gain or loss previously recognised in other comprehensive income by that associate or joint venture would be reclassified to profit or loss on the disposal of the related assets or liabilities, the Group reclassifies the



gain or loss from equity to profit or loss (as a reclassification adjustment) when the equity method is discontinued.

The Group continues to use the equity method when an investment in an associate becomes an investment in a joint venture or an investment in a joint venture becomes an investment in an associate. There is no remeasurement to fair value upon such changes in ownership interests.

When the Group reduces its ownership interest in an associate or a joint venture but the Group continues to use the equity method, the Group reclassifies to profit or loss the proportion of the gain or loss that had previously been recognised in other comprehensive income relating to that reduction in ownership interest if that gain or loss would be reclassified to profit or loss on the disposal of the related assets or liabilities.

When a Group entity transacts with an associate or a joint venture of the Group, profits and losses resulting from the transactions with the associate or joint venture are recognised in the Group’s Consolidated Ind AS Financial Statements only to the extent of interests in the associate or joint venture that are not related to the Group.

Financial assets

All regular way purchases or sales of financial assets are recognised and derecognised on a trade date basis. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the marketplace.

All recognised financial assets are subsequently measured in their entirety at either amortised cost or fair value, depending on the classification of the financial assets.

Classification of financial assets

Debt instruments that meet the following conditions are subsequently measured at amortised cost (except for debt instruments that are designated as at fair value through profit or loss on initial recognition):

• the asset is held within a business model whose objective is to hold assets in order to collect contractual cash flows; and


Debt instruments that meet the following conditions are subsequently measured at fair value through other comprehensive income (except for debt instruments that are designated as at fair value through profit or loss on initial recognition):

• the asset is held within a business model whose objective is achieved both by collecting contractual cash flows and selling financial assets; and

• the contractual terms of the instrument give rise on specified dates to cash flows that are solely payments

of principal and interest on the principal amount outstanding.

Interest income is recognised in profit or loss for FVTOCI debt instruments. For the purposes of recognising foreign exchange gains and losses, FVTOCI debt instruments are treated as financial assets measured at amortised cost. Thus, the exchange differences on the amortised cost are recognised in profit or loss and other changes in the fair value of FVTOCI financial assets are recognised in other comprehensive income and accumulated under the heading of ‘Reserve for debt instruments through other comprehensive income’. When the investment is disposed of, the cumulative gain or loss previously accumulated in this reserve is reclassified to profit or loss.

All other financial assets are subsequently measured at fair value.

Effective interest method

The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the debt instrument, or, where appropriate, a shorter period, to the net carrying amount on initial recognition.

Income is recognised on an effective interest basis for debt instruments other than those financial assets classified as at FVTPL. Interest income is recognised in profit or loss and is included in the “Other income” line item.

Investments in equity instruments at FVTOCI

On initial recognition, the Group can make an irrevocable election (on an instrument-by-instrument basis) to present the subsequent changes in fair value in other comprehensive income pertaining to investments in equity instruments. This election is not permitted if the equity investment is held for trading. These elected investments are initially measured at fair value plus transaction costs. Subsequently, they are measured at fair value with gains and losses arising from changes in fair value recognised in other comprehensive income and accumulated in the ‘Reserve for equity instruments through other comprehensive income’. The cumulative gain or loss is not reclassified to profit or loss on disposal of the investments.

A financial asset is held for trading if:

• it has been acquired principally for the purpose of selling it in the near term; or

• on initial recognition it is part of a portfolio of identified financial instruments that the Group manages together and has a recent actual pattern of short-term profit-taking; or

• it is a derivative that is not designated and effective as a



hedging instrument or a financial guarantee.

Financial assets at fair value through profit or loss (FVTPL)

Investments in equity instruments are classified as at FVTPL, unless the Group irrevocably elects on initial recognition to present subsequent changes in fair value in other comprehensive income for investments in equity instruments which are not held for trading.

Debt instruments that do not meet the amortised cost criteria or FVTOCI criteria (see above) are measured at FVTPL. In addition, debt instruments that meet the amortised cost criteria or the FVTOCI criteria but are designated as at FVTPL are measured at FVTPL.

A financial asset that meets the amortised cost criteria or debt instruments that meet the FVTOCI criteria may be designated as at FVTPL upon initial recognition if such designation eliminates or significantly reduces a measurement or recognition inconsistency that would arise from measuring assets or liabilities or recognising the gains and losses on them on different bases. The Group has not designated any debt instrument as at FVTPL.

Financial assets at FVTPL are measured at fair value at the end of each reporting period, with any gains or losses arising on remeasurement recognised in profit or loss. The net gain or loss recognised in profit or loss incorporates any dividend or interest earned on the financial asset and is included in the ‘Other income’ line item. Dividend on financial assets at FVTPL is recognised when the Group’s right to receive the dividends is established, it is probable that the economic benefits associated with the dividend will flow to the entity, the dividend does not represent a recovery of part of cost of the investment and the amount of dividend can be measured reliably.

Impairment of financial assets

The Group applies the expected credit loss model for recognising impairment loss on financial assets measured at amortised cost, lease receivables, trade receivables and other contractual rights to receive cash or other financial asset.

For trade receivables or any contractual right to receive cash or another financial asset that result from transactions that are within the scope of Ind AS 115, the Group always measures the loss allowance at an amount equal to lifetime expected credit losses.

Further, for the purpose of measuring lifetime expected credit loss allowance for trade receivables, the Group has used a practical expedient as permitted under Ind AS 109 Financial Instruments. This expected credit loss allowance is computed based on a provision matrix which takes into account historical credit loss experience and adjusted for forward-looking information.

Derecognition of financial assets

The Group derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or

when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party. If the Group neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Group recognises its retained interest in the asset and an associated liability for amounts it may have to pay. If the Group retains substantially all the risks and rewards of ownership of a transferred financial asset, the Group continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds received.

On derecognition of a financial asset in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss that had been recognised in other comprehensive income and accumulated in equity is recognised in profit or loss if such gain or loss would have otherwise been recognised in profit or loss on disposal of that financial asset.

On derecognition of a financial asset other than in its entirety (e.g. when the Group retains an option to repurchase part of a transferred asset), the Group allocates the previous carrying amount of the financial asset between the part it continues to recognise under continuing involvement, and the part it no longer recognises on the basis of the relative fair values of those parts on the date of the transfer. The difference between the carrying amount allocated to the part that is no longer recognised and the sum of the consideration received for the part no longer recognised and any cumulative gain or loss allocated to it that had been recognised in other comprehensive income is recognised in profit or loss if such gain or loss would have otherwise been recognised in profit or loss on disposal of that financial asset. A cumulative gain or loss that had been recognised in other comprehensive income is allocated between the part that continues to be recognised and the part that is no longer recognised on the basis of the relative fair values of those parts.

Foreign exchange gains and losses

The fair value of financial assets Denominated in a foreign currency is determined in that foreign currency and translated at the spot rate at the end of each reporting period.

For foreign currency Denominated financial assets measured at amortised cost and FVTPL, the exchange differences are recognised in profit or loss except for those which are designated as hedging instruments in a hedging relationship.

2.15 Financial liabilities and equity instruments

Classification as debt or equity

Debt and equity instruments issued by a Group entity are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.



Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by a Group entity are recognised at the proceeds received, net of direct issue costs.

Repurchase of the Company’s own equity instruments is recognised and deducted directly in equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the Company’s own equity instruments.

Financial liabilities

All financial liabilities are subsequently measured at amortised cost using the effective interest method or at FVTPL.

However, financial liabilities that arise when a transfer of a financial asset does not qualify for derecognition or when the continuing involvement approach applies, financial guarantee contracts issued by the Group, and commitments issued by the Group to provide a loan at below-market interest rate are measured in accordance with the specific accounting policies set out below.

a) Financial liabilities at FVTPL

Financial liabilities are classified as at FVTPL when the financial liability is either contingent consideration recognised by the Group as an acquirer in a business combination to which Ind AS 103 Business Combinations applies or is held for trading or it is designated as at FVTPL.

A financial liability is classified as held for trading if:

• it has been incurred principally for the purpose of repurchasing it in the near term; or

• on initial recognition it is part of a portfolio of identified financial instruments that the Group manages together and has a recent actual pattern of short-term profit-taking; or

• it is a derivative that is not designated and effective as a hedging instrument.

A financial liability other than a financial liability held for trading or contingent consideration recognised by the Group as an acquirer in a business combination to which Ind AS 103 Business Combinations applies, may be designated as at FVTPL upon initial recognition if:

• such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise;

• the financial liability forms part of a company of financial assets or financial liabilities or both, which is managed and its performance is evaluated on a fair value basis, in accordance with the Group’s risk management or investment strategy, and information about the Grouping is provided internally on that basis;

or

• it forms part of a contract containing one or more embedded derivatives, and Ind AS 109 Financial Instruments permits the entire combined contract to be designated as at FVTPL in accordance with Ind AS 109 Financial Instruments.

Financial liabilities at FVTPL are stated at fair value, with any gains or losses arising on remeasurement recognised in profit or loss. The net gain or loss recognised in profit or loss incorporates any interest paid on the financial liability and is included in the ‘Other income’ line item.

However, for non-held-for-trading financial liabilities that are designated as at FVTPL, the amount of change in the fair value of the financial liability that is attributable to changes in the credit risk of that liability is recognised in other comprehensive income, unless the recognition of the effects of changes in the liability’s credit risk in other comprehensive income would create or enlarge an accounting mismatch in profit or loss, in which case these effects of changes in credit risk are recognised in profit or loss. The remaining amount of change in the fair value of liability is always recognised in profit or loss. Changes in fair value attributable to a financial liability’s credit risk that are recognised in other comprehensive income are reflected immediately in retained earnings and are not subsequently reclassified to profit or loss.

b) Financial liabilities subsequently measured at amortised cost

Financial liabilities that are not held-for-trading and are not designated as at FVTPL are measured at amortised cost at the end of subsequent accounting periods. The carrying amounts of financial liabilities that are subsequently measured at amortised cost are determined based on the effective interest method. Interest expense that is not capitalised as part of costs of an asset is included in the ‘Finance costs’ line item.

The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or (where appropriate) a shorter period, to the net carrying amount on initial recognition.

c) Foreign exchange gains and losses

For financial liabilities that are Denominated in a foreign currency and are measured at amortised cost at the end of each reporting period, the foreign exchange gains and losses are determined based on the amortised



cost of the instruments and are recognised in ‘Other income’.

The fair value of financial liabilities Denominated in a foreign currency is determined in that foreign currency and translated at the spot rate at the end of the reporting period. For financial liabilities that are measured as at FVTPL, the foreign exchange component forms part of the fair value gains or losses and is recognised in profit or loss.

d) Derecognition of financial liabilities

The Group derecognises financial liabilities when, and only when, the Group’s obligations are discharged, cancelled or have expired. An exchange between liabilities with a lender of debt instruments with substantially different terms is accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability. Similarly, a substantial modification of the terms of an existing financial liability (whether or not attributable to the financial difficulty of the debtor) is accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability. The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable is recognised in profit or loss.

2.16 Employee benefit costs

Retirement benefits costs and termination benefits

Payments to defined contribution retirement benefit plans are recognised as an expense when employees have rendered service entitling them to the contributions:

For defined benefit retirement benefit plans, the cost of providing benefits is determined using the projected unit credit method, with actuarial valuations being carried out at the end of each annual reporting period. Remeasurement, comprising actuarial gains and losses, the effect of the changes to the asset ceiling (if applicable) and the return on plan assets (excluding net interest), is reflected immediately in the Consolidated Balance Sheet with a charge or credit recognised in other comprehensive income in the period in which they occur. Remeasurement recognised in other comprehensive income is reflected immediately in retained earnings and is not reclassified to profit or loss. Past service cost is recognised in profit or loss in the period of a plan amendment. Net interest is calculated by applying the discount rate at the beginning of the period to the net defined benefit liability or asset. Defined benefit costs are categorised as follows:

a. service cost (including current service cost, past service cost, as well as gains and losses on curtailments and settlements);

b. net interest expense or income; and

c. remeasurement

The Group presents the first two components of defined benefit costs in profit or loss in the line item ‘Employee benefits expense’. Curtailment gains and losses are accounted for as past service costs.

The retirement benefit obligation recognised in the Consolidated Balance Sheet represents the actual deficit or surplus in the Group’s defined benefit plans. Any surplus resulting from this calculation is limited to the present value of any economic benefits available in the form of refunds from the plans or reductions in future contributions to the plans.

A liability for a termination benefit is recognised at the earlier of when the entity can no longer withdraw the offer of the termination benefit and when the entity recognises any related restructuring costs.

Short-term and other long-term employee benefits

A liability is recognised for benefits accruing to employees in respect of wages and salaries, annual leave and sick leave in the period the related service is rendered at the undiscounted amount of the benefits expected to be paid in exchange for that service.

Liabilities recognised in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related service.

Liabilities recognised in respect of other long-term employee benefits are measured at the present value of the estimated future cash outflows expected to be made by the Group in respect of services provided by employees up to the reporting date.

Contributions from employees or third parties to defined benefit plans

Discretionary contributions made by employees or third parties reduce service cost upon payment of these contributions to the plan.

When the formal terms of the plans specify that there will be contributions from employees or third parties, the accounting depends on whether the contributions are linked to service, as follows:

• If the contributions are not linked to services (e.g. contributions are required to reduce a deficit arising from losses on plan assets or from actuarial losses), they are reflected in the remeasurement of the net defined benefit liability (asset).

• If contributions are linked to services, they reduce service costs. For the amount of contribution that is dependent on the number of years of service, the Group reduces service cost by attributing the contributions to periods of service using the attribution method required by Para 70 of Ind AS 19 Employee Benefits for the gross benefits. For the amount of contribution that is independent of the number of years of service,



the Group reduces service cost in the period in which the related service is rendered / reduces service cost by attributing contributions to the employees’ periods of service in accordance with Para 70 of Ind AS 19 Employee Benefits.

2.17 Segment information

The Group determines reportable segment based on information reported to the Chief Operating Decision Maker (CODM) for the purposes of resource allocation and assessment of segmental performance. The CODM evaluates the Group’s performance and allocates resources based on an analysis of various performance indicators by business segments. The accounting principles used in the preparation of the Consolidated Financial Statements are consistently applied to record revenue and expenditure in individual segments.

2.18 Leases

On April 1, 2019, the Group adopted Ind AS 116 - Leases.

The Group evaluates if an arrangement qualifies to be a lease as per the requirements of Ind AS 116. Identification of a lease requires significant judgement. The Group uses significant judgement in assessing the lease term (including anticipated renewals) and the applicable discount rate. The Group determines the lease term as the non-cancellable period of a lease, together with both periods covered by an options to extend the lease if the group is reasonably certain to exercise that options; and periods covered by an option to terminate the lease if the group is reasonably certain not to exercise that options. In assessing whether the group is reasonably certain to exercise an option to extend a lease, or not to exercise an option to terminate a lease, it considers all relevant facts and circumstances that crate an economic incentive for the group to exercise the option to extend the lease, or not to exercise the option to terminate the lease. The group revises the lease term if there is a change in the non-cancellable period of a lease. The discount rate is generally based on the incremental borrowing rate specific to the lease being evaluated or for a portfolio of leases with similar characteristics.

The group as a lessee

The group’s lease asset classes primarily consist of leases for land and buildings. The group assesses whether a contract contains a lease, at inception of a contract. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Group assesses whether: (i) the contract involves the use of an identified asset (ii) the Group has substantially all of the economic benefits from use of the asset through the period of the lease and (iii) the Group has the right to direct the use of the asset.

At the date of commencement of the lease, the Group

recognizes a right-of-use asset (“ROU”) and a corresponding lease liability for all lease arrangements in which it is a lessee, except for leases with a term of twelve months or less (short-term leases) and low value leases. For these short-term and low value leases, the Group recognizes the lease payments as an operating expense on a straight-line basis over the term of the lease.

Certain lease arrangements includes the options to extend or terminate the lease before the end of the lease term. ROU assets and lease liabilities includes these options when it is reasonably certain that they will be exercised.

The right-of-use assets are initially recognized at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or prior to the commencement date of the lease plus any initial direct costs less any lease incentives. They are subsequently measured at cost less accumulated depreciation and impairment losses.

Right-of-use assets are depreciated from the commencement date on a straight-line basis over the shorter of the lease term and useful life of the underlying asset. Right of use assets are evaluated for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. For the purpose of impairment testing, the recoverable amount (i.e. the higher of the fair value less cost to sell and the value-in-use) is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets. In such cases, the recoverable amount is determined for the Cash Generating Unit (CGU) to which the asset belongs.

The lease liability is initially measured at amortized cost at the present value of the future lease payments. The lease payments are discounted using the interest rate implicit in the lease or, if not readily determinable, using the incremental borrowing rates in the country of domicile of these leases. Lease liabilities are remeasured with a corresponding adjustment to the related right of use asset if the Group changes its assessment if whether it will exercise an extension or a termination option.

The discount rate is generally based on the incremental borrowing rate specific to the lease being evaluated or for a portfolio of leases with similar characteristics.

Lease liability and ROU asset have been separately presented in the Balance Sheet and lease payments have been classified as financing cash flows.

The Group as a lessor

Leases for which the Group is a lessor is classified as a finance or operating lease. Whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee, the contract is classified as a finance lease. All other leases are classified as operating leases.

When the Group is an intermediate lessor, it accounts for its interests in the head lease and the sublease separately. The sublease is classified as a finance or operating lease by



reference to the right- of-use asset arising from the head lease.

For operating leases, rental income is recognized on a straight line basis over the term of the relevant lease.

2.19 Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.

Interest income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation.

All other borrowing costs are recognised in profit or loss in the period in which they are incurred.

2.20 Earnings per share

Basic earnings per share is computed by dividing the profit / (loss) after tax (including the post tax effect of exceptional items, if any) by the weighted average number of equity shares outstanding during the year. Diluted earnings per share is computed by dividing the profit / (loss) after tax (including the post tax effect of exceptional items, if any) as adjusted for dividend, interest and other charges to expense or income (net of any attributable taxes) relating to the dilutive potential equity shares, by the weighted average number of equity shares considered for deriving basic earnings per share and the weighted average number of equity shares which could have been issued on the conversion of all dilutive potential equity shares. Potential equity shares are deemed to be dilutive only if their conversion to equity shares would decrease the net profit per share from continuing ordinary operations. Potential dilutive equity shares are deemed to be converted as at the beginning of the period, unless they have been issued at a later date. The dilutive potential equity shares are adjusted for the proceeds receivable had the shares been actually issued at fair value (i.e. average market value of the outstanding shares). Dilutive potential equity shares are determined independently for each period presented. The number of equity shares and potentially dilutive equity shares are adjusted for employee share options and bonus shares, if any, as appropriate.

2.21 Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from ‘profit before tax’ as reported in the Consolidated Statement of Profit and Loss because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible.

The Group’s current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax

Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the Consolidated Financial Statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary difference arises from the initial recognition (other than in a business combination) of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. In addition, deferred tax liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill.

Deferred tax liabilities are recognised for taxable temporary differences associated with investments in associates, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognised to the extent that it is probable that there will be sufficient taxable profits against which to utilise the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.

The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Current and deferred tax for the year

Current and deferred tax are recognised in profit or loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive income or directly in equity respectively. Where current tax or deferred tax arises from the initial accounting for a business combination, the tax effect is



included in the accounting for the business combination.

2.22 Provisions

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that the Group will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material).

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

2.22.1 Onerous contracts

Present obligations arising under onerous contracts are recognised and measured as provisions. An onerous contract is considered to exist where the Group has a contract under which the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received from the contract.

2.22.2 Restructurings

A restructuring provision is recognised when the Group has developed a detailed formal plan for the restructuring and has raised a valid expectation in those affected that it will carry out the restructuring by starting to implement the plan or announcing its main features to those affected by it. The measurement of a restructuring provision includes only the direct expenditures arising from the restructuring, which are those amounts that are both necessarily entailed by the restructuring and not associated with the ongoing activities of the entity.

2.22.3 Contingent liabilities acquired in a business combination

Contingent liabilities (if any) acquired in a business combination are initially measured at fair value at the acquisition date. At the end of subsequent reporting periods, such contingent liabilities are measured at the higher of the amount that would be recognised in accordance with Ind AS 37 and the amount initially recognised less cumulative amortisation.

2.23 Share issue expenses

Share issue expenses are adjusted against the Securities Premium Account as permissible under Section 52 of the Companies Act, 2013, to the extent any balance is available for utilisation in the Securities Premium Account. Share issue expenses in excess of the balance in the Securities Premium

Account, if any is expensed in the Consolidated Statement of Profit and Loss.

2.24 Insurance claims

Insurance claims are accounted for on the basis of claims admitted / expected to be admitted and to the extent that the amount recoverable can be measured reliably and it is reasonable to expect ultimate collection.

2.25 Critical accounting judgements and key sources of estimation uncertainty

Critical accounting judgements

The following are the critical judgements, apart from those involving estimations that the directors have made in the process of applying the Group’s accounting policies and that have the most significant effect on the amounts recognised in the Consolidated Financial Statements.

Contingent liabilities

Assessment of whether outflow embodying economic benefits is probable, possible or remote. (See note 29)

Significant influence over Den ADN Network Private Limited

Den ADN Network Private Limited has been designated as associate of the Group even though the Group has 51% of the ownership interest and 51% of the voting rights in these companies. The directors of the Group assessed whether or not the Group has control over Den ADN Network Private Limited based on whether the Group has the practical ability to direct the relevant activities of Den ADN Network Private Limited unilaterally. The directors have, based on the terms of the shareholders’ agreement, concluded that the Group exercises significant influence over Den ADN Network Private Limited.

Significant influence over CCN Den Network Private Limited

CCN Den Network Private Limited has been designated as associate of the Group even though the Group has 51% of the ownership interest and 51% of the voting rights in these companies. The directors of the Group assessed whether or not the Group has control over CCN Den Network Private Limited based on whether the Group has the practical ability to direct the relevant activities of CCN Den Network Private Limited unilaterally. The directors have, based on the terms of the shareholders’ agreement, concluded that the Group exercises significant influence over CCN Den Network Private Limited.

Significant influence over Den Satellite Network Private Limited

Den Satellite Network Private Limited has been designated as associate of the Group even though the Group has 50% of the ownership interest and 50% of the voting rights in these companies. The directors of the Group assessed whether or not the Group has control over Den Satellite Network Private Limited based on whether the Group has the practical ability to direct the relevant activities of Den Satellite Network Private Limited unilaterally. The directors have, based on



the terms of the shareholders’ agreement, concluded that the Group exercises significant influence over Den Satellite Network Private Limited.

key sources of estimation uncertainty

The following are the key assumptions concerning the future, and other key sources of estimation uncertainty at the end of the reporting period that may have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.

Useful lives of property, plant and equipment (see note 2.07)

The Group reviews the estimated useful lives of property, plant and equipment at the end of each reporting period. There is no such change in the useful life of the assets.

Fair value measurements and valuation processes (see note 2.14)

In estimating the fair value of an asset or liability, the Company uses market-observable data to the extent it is available. Where level 1 inputs are not available, the Company engages third party qualified valuers to perform the valuation. The management works closely with qualified external valuers to establish the appropriate valuation techniques and inputs to the model.

Defined benefit obligations

Key assumptions related to life expectancies, salary increases and withdrawal rates (see note 32).

Revenue recognition (see note 2.10)

Impairment testing of investments (see note 2.14)

Key assumptions related to weighted average cost of capital (WACC) and long-term growth rates.

Classification of Leases

The Group evaluates if an arrangement qualifies to be a lease as per the requirements of Ind AS 116. Identification of a lease requires significant judgement. The Group uses significant judgement in assessing the lease term (including anticipated renewals) and the applicable discount rate. The Group determines the lease term as the non-cancellable period of a lease, together with both periods covered by an options to extend the lease if the Group is reasonably certain to exercise that options; and periods covered by an option to terminate the lease if the Group is reasonably certain not to exercise that options. In assessing whether the group is reasonably certain to exercise an option to extend a lease, or not to exercise an option to terminate a lease, it considers all relevant facts and circumstances that crate an economic incentive for the Group to exercise the option to extend the lease, or not to exercise the option to terminate the lease. The Group revises the lease term if there is a change in the non-cancellable period of a lease. The discount rate is generally based on the incremental borrowing rate specific to the lease being evaluated or for a portfolio of leases with similar characteristics.

2.26 Operating Cycle

Based on the nature of activities of the Group and the normal time between acquisition of assets and their realisation in cash or cash equivalents, the Group has determined its operating cycle as 12 months for the purpose of classification of its assets and liabilities as current and non-current.

2.27 Recent accounting pronoucements

On 30th March, 2019, the Ministry of Corporate Affairs (MCA) had notified Ind AS 116 - “Leases” and certain amendment to existing Ind AS. These amendments are applicable to the Company from 1st April, 2019 , accordingly the company has adopted IND AS116 -Leases and has recognised Right to Use assets and Right to Use liability in the books of accounts.

Issue of Ind AS 116 - “Leases”

Ind AS 116 superseds the previous standard on leases i.e. Ind AS 17- Leases. As per Ind AS 116, the Group as a lessor has brought to books all the non-cancellable portion of leasing arrangement and has recognised Assets and liabilities and has disclosed separately in the financial statement.

2.28 The following subsidiary companies and associates have been considered in the preparation of the Consolidated Financial Statements:

i. Wholly owned subsidiaries

S. No. Name of the Company

1 Amogh Broad Band Services Private Limited

2 Futuristic Media and Entertainment Private Limit-ed (formerly Den Futuristic Cable Networks Private Limited)

3 Den Broadband Private Limited

ii. Subsidiaries with 51% shareholding

S. No. Name of the Company

1 Den Harsh Mann Cable Network Limited*

2 Den Classic Cable TV Services Private Limited

3 Den Bindra Network Private Limited

4 Den Ashu Cable Limited*

5 Radiant Satellite (India) Private Limited

6 Meerut Cable Network Private Limited

7 Den Crystal Vision Network Limited*

8 Den Mod Max Cable Network Private Limited

9 Den BCN Suncity Network Limited*

10 Den Prince Network Limited*

11 Den Jai Ambey Vision Cable Private Limited

12 Den Varun Cable Network Limited*

13 Den Aman Entertainment Private Limited

14 Den Satellite Cable TV Network Private Limited

15 Den F K Cable Tv Network Private Limited



16 Den Budaun Cable Network Private Limited

17 Den Kashi Cable Network Limited*

18 Den Enjoy Cable Networks Private Limited

19 Den Maa Sharda Vision Cable Networks Limited*

20 Den Fateh Marketing Private Limited

21 Den Patel Entertainment Network Private Limited

22 Mahadev Den Cable Network Private Limited

23 Den MCN Cable Network Limited*

24 Den-Manoranjan Satellite Private Limited

25 Den Nashik City Cable Network Private Limited

26 Den Supreme Satellite Vision Private Limited

27 Den Malayalam Telenet Private Limited

28 Den Malabar Cable Vision Private Limited

29 Den Elgee Cable Vision Private Limited

30 Den Rajkot City Communication Private Limited

31 Fortune (Baroda) Network Private Limited

32 Galaxy Den Media & Entertainment Private Limited

33 Bali Den Cable Network Limited*

34 Mahavir Den Entertainment Private Limited

35 Fab Den Network Limited*

36 United Cable Network (Digital) Limited*

37 Cab-i-Net Communications Private Limited

38 Den Sariga Communications Private Limited

39 VBS Digital Distribution Network Private Limited

40 Sree Gokulam Starnet Communication Private Limited

41 Crystal Vision Media Private Limited

42 Gemini Cable Network Private Limited

43 Ambika Den Cable Network Private Limited

44 Multi Star Cable Network Limited*

45 Sanmati Entertainment Private Limited

46 Disk Cable Network Private Limited

47 Silverline Television Network Limited**

48 Rose Entertainment Private Limited

49 Ekta Entertainment Network Private Limited

50 Multitrack Cable Network Private Limited

51 Libra Cable Network Limited*

52 Den Discovery Digital Networks Private Limited

53 Den Premium Multilink Cable Network Private Limited

54 Den Pradeep Cable Network Private Limited

55 Shree Siddhi Vinayak Cable Network Private Lim-ited

56 Drashti Cable Network Private Limited

57 Den Citi Channel Private Limited

58 Den Sahyog Cable Network Limited*

59 Den Kattakada Telecasting and Cable Services Limited*

60 Den A.F. Communication Private Limited

61 Big Den Entertainment Private Limited

62 Den Steel City Cable Network Private Limited

63 Sanmati DEN Cable TV Network Private Limited

64 Multi Channel Cable Network Private Limited

65 Victor Cable Tv Network Private Limited

66 DEN VM Magic Entertainment Limited*

67 Antique Communications Private Limited

68 Trident Entertainment Private Limited

69 Blossom Entertainment Private Limited

70 Devine Cable Network Private Limited

71 Nectar Entertainment Private Limited

72 Glimpse Communications Private Limited

73 Indradhanush Cable Network Private Limited

74 Adhunik Cable Network Limited*

75 Jhankar Cable Network Private Limited

76 Desire Cable Network Limited*

77 Marble Cable Network Private Limited

78 Augment Cable Network Private Limited



iii. Other subsidiariesS. No. Name of the Company 31.03.2020 31.03.2019

1 Eminent Cable Network Private Limited 56% 56%2 Den Krishna Cable TV Network Limited* 74% 74%3 Den Radiant Satelite Cable Network Private Limited 65% 65%4 Den Pawan Cable Network Limited* 63% 63%5 Den Mahendra Satellite Private Limited 60% 60%6 Den Ambey Cable Networks Private Limited 61% 61%7 Mansion Cable Network Private Limited 66% 66%8 Den Digital Cable Network Private Limited 89% 89%

iv. Step down subsidiaries S. No. Name of the Company 31.03.2020 31.03.2019

Subsidiaries of Futuristic Media and Entertainment Private Limited1 Den Faction Communication System Private Limited 100% 100%2 Den Saya Channel Network Limited* 51% 51%3 Sristhi Den Networks Limited* 51% 51%4 Fun Cable Network Private Limited 100% 100%5 Den Prayag Cable Networks Limited* 100% 25%

Subsidiaries of Den Enjoy Cable Networks Private Limited1 Den Enjoy Navaratan Network Private Limited 51% 51%2 Den Enjoy SBNM Cable Network Private Limited 51% 51%

Subsidiaries of Den Kashi Cable Network Private Limited1 Divya Drishti Den Network Private Limited 51% 51%2 Kishna Den Cable Networks Private Limited 51% 51%3 Bhadohi Den Entertainment Private Limited 51% 51%

Subsidiary of Den Ambey Cable Networks Private Limited1 Den Prayag Cable Networks Limited* 0% 75%

Subsidiary of Den Aman Entertainment Private Limited1 Mountain Cable Network Limited* 51% 51%

Subsidiary of Den Malayalam Telenet Private Limited1 Den MTN Star Vision Cable Private Limited 0% 51%

(Ceased to become subsidiary w.e.f. 15th Jan 2020)Subsidiaries of Disk Cable Network Private Limited

1 Den STN Television Network Private Limited 51% 51%2 Maitri Cable Network Private Limited 51% 51%

Subsidiaries of Eminent Cable Network Private Limited1 Angel Cable Network Private Limited 100% 51%2 ABC Cable Network Private Limited 100% 51%

v. Associate companies S. No. Name of the Company

1 Den ADN Network Private Limited2 CCN Den Network Private Limited3 Den Satellite Network Private Limited4 Den New Broad Communications Private Limited5 Den ABC Cable Networks Ambarnath Private Limited6 Konark IP Dossiers Private Limited

All the above entities are incorporated in India.

*Pursuant to the shareholders‘ resolution Dated March 21, 2020 by the respective subsidiries, the status of these subsidiary Companies was changed from a Private Company to a Public Company, a fresh certificate of incorporation was issued by the Registrar of Companies with effect from 7th April 2020.

**Pursuant to the shareholders‘ resolution Dated March 21, 2020 by the respective subsidiary, the status of this subsidiary Company was changed from a Private Company to a Public Company, a fresh certificate of incorporation was issued by the Registrar of Companies with effect from 17th April 2020.



3A. Property, plant and equipment (Rs. in million)

Particulars Leasehold

improve-ments

Build-ings

Plant and equipment Furniture and

fixtures Vehicles Right To Use Total

Head-end and

distribution equipment

Set top boxes

Modems Com-puters

Office and other

equip-ment

Gross carrying amountBalance at 1st April, 2018 29.44 7.19 2,673.51 12,580.24 317.01 53.82 106.41 11.01 22.50 - 15,801.14 Additions/Adjustments 9.33 0.29 324.03 559.48 42.03 13.62 22.70 2.94 3.56 - 977.97 Deductions/Adjustments - - (14.13) (96.03) - (1.08) (0.57) - (1.23) - (113.05)Reclass between heads 0.06 (2.53) (52.10) 81.43 - (17.06) (10.72) 0.72 0.20 - 0.00 Balance at 31 March, 2019 38.83 4.95 2,931.31 13,125.12 359.04 49.30 117.82 14.67 25.03 - 16,666.07 Additions/Adjustments - - 397.56 398.32 22.73 7.35 10.35 0.32 - 9.90 846.53 Deductions/Adjustments (0.58) - (121.51) (221.49) (6.46) (12.15) (9.42) (1.34) (12.02) - (384.97)Balance at 31st March, 2020 38.25 4.95 3,207.36 13,301.95 375.31 44.50 118.75 13.65 13.01 9.90 17,127.63 Accumulated depreciationBalance at 1st April, 2018 10.11 0.25 676.26 4,824.20 162.31 23.56 18.60 (0.92) 10.56 - 5,724.93 Depreciation expenses 5.48 0.08 438.93 1,830.91 48.22 7.92 17.53 3.56 4.44 - 2,357.06 Impairment 2.01 - 86.62 883.59 56.70 0.05 0.55 0.45 0.14 - 1,030.12 Deductions/Adjustments - - (8.23) (24.80) - (1.08) (0.43) 0.01 (0.34) - (34.87)Balance at 31 March, 2019 17.60 0.33 1,193.58 7,513.90 267.23 30.45 36.25 3.10 14.80 - 9,077.24 Depreciation expenses 6.16 0.09 427.03 1,895.45 35.05 9.35 17.04 3.91 2.97 6.42 2,403.48 Deductions/Adjustments (0.37) - (105.36) (150.32) - (12.15) (9.03) (1.35) (10.20) - (288.78)Balance at 31st March, 2020 23.39 0.42 1,515.25 9,259.03 302.28 27.65 44.26 5.66 7.57 6.42 11,191.94 Net Carrying amountBalance at 31 March, 2019 21.23 4.62 1,737.73 5,611.22 91.81 18.85 81.57 11.57 10.23 - 7,588.83 Balance at 31st March, 2020 14.86 4.53 1,692.11 4,042.91 73.03 16.85 74.49 7.98 5.44 3.48 5,935.69

Note: Property, plant and equipment with a carrying amounting of Rs.NIL (as at 31 March, 2019: Rs. 5,129.14 million) has been hypothecated to secure credit facilities from banks (see note 15 , note 16 and note 19). The Group is not permitted to hypothecate these assets as security for other borrowings or to sell them to other entity.

3B Intangibe assets (Rs. in million)Particulars Distribution

network rights Software Licence fee for

internet service Brand Non compete

fees Total

Gross carrying amountBalance at 1st April, 2018 197.54 91.90 0.60 78.49 1.57 370.10 Additions 11.50 5.52 - - 38.50 55.52 Deductions - - - - - - Reclass between heads 5.00 (11.04) (0.01) - 6.06 0.00 Balance at 31 March, 2019 214.04 86.38 0.59 78.49 46.13 425.62 Additions/Adjustments 6.38 0.79 - - - 7.17 Deductions/Adjustments (0.50) (0.04) - - - (0.54)Balance at 31st March, 2020 219.92 87.13 0.59 78.49 46.13 432.25 Amortisation Balance at 1st April, 2018 116.86 38.23 0.14 78.49 0.76 234.48 Amortisation expense 33.33 15.87 0.09 - 9.35 58.64 Deductions - - - - - - Balance at 31 March, 2019 150.19 54.10 0.23 78.49 10.11 293.12 Amortisation expense 34.72 14.81 0.10 - 14.75 64.38 Deductions/Adjustments (0.50) (0.05) - - - (0.55)Balance at 31st March, 2020 184.41 68.86 0.33 78.49 24.86 356.95 Net Carrying amountBalance at 31 March, 2019 63.85 32.28 0.36 - 36.02 132.51 Balance at 31st March, 2020 35.51 18.27 0.26 - 21.27 75.30

Note: Intangible assets with a carrying amount of Rs. NIL (as at 31 March, 2019: Rs. 26.32 million) has been hypothecated to secure credit facilities from banks (see note 15 , note 16 and note 19). The Group is not permitted to hypothecate these assets as security for other borrowings or to sell them to other entity.



4. Investments


Quantity Amount(Rs. in million)

Quantity Amount(Rs. in million)

a. Unquoted investments in equity shares (all fully paid)

Instruments at cost

1 DEN ADN Network Private Limited (Face value of Rs. 10 each) 1,938,000 31.60 1,938,000 40.03

2 CCN DEN Network Private Limited (Face value of Rs. 10 each) 2,040,000 - 2,040,000 -

3 Den Satellite Network Private Limited (Face value of Rs. 10 each) 50,295 663.39 50,295 644.84

Total aggregate unquoted investments in associates 694.99 684.87

Aggregate carrying value of unquoted investments 694.99 684.87

5. Loans(Rs. in million)


As at 31.03.2019

Non-current

a. Security deposits

- considered good 28.38 63.50

- considered doubtful 15.60 1.33

Less: Impairment allowance for Security Deposits (15.60) (1.33)

Total 28.38 63.50

Current

a. Loans to related parties - Unsecured, considered good (see Note 34) 238.65 245.80

b. Loans to employees - Unsecured, considered good 1.03 3.60

Loans to employees - credit impaired 0.11 -

1.14 3.60

Less: Impairment allowance for loans to employees (0.11) -

1.03 3.60

c. Loans Receivables considered good - Unsecured - -

Loans Receivables which have significant increase in Credit Risk - -

Loans Receivables - credit impaired 44.75 45.77

44.75 45.77

Less: Impairment allowance for loans (44.75) (45.77)

- -

d. Security deposits

- considered good 30.08 23.12

- considered doubtful 5.14 3.44

Less: Impairment allowance for Security Deposits (5.14) (3.44)

30.08 23.12

Total 269.76 272.52



6. Other financial assets(Rs. in million)


As at 31.03.2019

Currenta. Unbilled revenue 323.29 541.53 b. Interest accrued but not due on fixed deposits 1,181.95 48.54 c. Interest accrued and due

- from related parties [See note 34] 99.65 77.82 d. Others

i. Receivable on sale of property, plant and equipment(see note 34)- from related parties [See note 34] 11.42 12.58 - from others 0.22 -

ii. Advances recoverable- from related parties [See note 34] 6.79 9.69 - from others 1.22 5.09

iii. Other advances*- considered good 9.75 189.33 - considered doubtful 161.28 -

Less: Impairment allowance for advance for other advances (161.28) - Total 1,634.29 884.58 *Other advances includes advance for investments

7. Non current tax assets (net)(Rs. in million)


As at 31.03.2019

i. Advance Tax including TDS receivable 2,029.76 1,771.08 ii. Less: Provision for income tax (894.40) (671.04)

Total 1,135.36 1,100.04

8. Other assets(Rs. in million)


As at 31.03.2019

Non-currenta. Prepaid expenses 35.83 16.67 b. Deposits against cases with

- Sales tax authority 255.23 196.79 - Entertainment tax authorities 242.70 222.88 - Entry tax authority 12.65 12.65 - Custom duty authority 103.87 103.87 - Service tax authority 0.49 - - Income tax authority 5.22 -

620.16 536.19 Less: Impairment allowance (10.00) (10.00)

610.16 526.19 c. Capital advances 27.31 28.17

Less: Impairment allowance for capital advances (26.05) (25.07) 1.26 3.10

Total 647.25 545.96



Currenta. Prepaid expenses 48.19 35.11 b. Balance with government authorities 455.40 242.68 c. Others

- Supplier advances 80.53 101.30 - Amount recoverable from DNL Employees Welfare Trust 0.36 0.36 - Other advances* 16.54 5.21

97.43 106.87 Less: Impairment allowance for supplier advance (50.62) (54.01)

46.81 52.86 Total 550.40 330.65

*Other advances includes imprest money to employees

9. Current Investments

Particulars As at 31.03.2020 As at 31.03.2019 No. of Units (Rs. in million) No. of Units (Rs. in million)

Investments in mutual funds - UnquotedCarried at FVTPLi. IDFC cash fund growth - direct plan - growth - - 2,288,768 5,187.54 ii. Kotak liquid - direct plan - growth - - 1,377,304 5,212.17 iii. Aditya Birla sun life liquid fund -direct plan - growth - - 17,159,013 5,155.19 iv. ICICI prudential liquid fund - direct plan - growth - - 18,649,179 5,154.94

Total aggregate unquoted investments - 20,709.84 Aggregate carrying value of unquoted investments - 20,709.84

10. Trade receivables(Rs. in million)


As at 31.03.2019

Current

Trade Receivables considered good - Unsecured; 1,339.26 2,260.11

Trade Receivables which have significant increase in Credit Risk 655.11 3,038.64

Trade Receivables - credit impaired 2,786.40 443.12

4,780.77 5,741.87

Less : Provision for doubtful debts / expected credit loss (3,441.51) (3,481.76)

Total 1,339.26 2,260.11

Notes:

a) The average credit period on sales of services is 0-180 days. No interest is charged on any overdue trade receivables.

b) The Group has used a practical expedient by computing the expected credit loss allowance for trade receivables based on a provision matrix. The provision matrix takes into account historical credit loss experience and adjusted for forward-looking information. The expected credit loss allowance is based on the ageing of the days the receivables are due and the rates as given in the provision matrix. The provision matrix at the end of the reporting period is as follows:

Ageing Expected credit loss (%) 0 - 90 days 0.1% - 18% 91 - 180 days 1% - 50% 180 days and above 50% - 100%


As at 31.03.2019

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Rs. in million)


(Rs. in million)

Particulars As at31.03.2020

As at31.03.2019

Age of receivables

0 - 90 days 750.09 1,356.26

91 - 180 days 538.04 1,349.53

180 days and above 3,492.65 3,036.08

Total 4,780.77 5,741.87

c) Movement in the expected credit loss allowance

Balance at the beginning of the year (3,481.76) (2,424.68)

Movement in expected credit loss allowance 40.25 (1,057.08)

Balance at the end of the year (3,441.51) (3,481.76)

d) The concentration of credit risk is limited due to the fact that the customer base is large.

11. Cash and cash equivalents (Rs. in million)


As at31.03.2019

A Cash and cash equivalents

(i) Cash in hand 37.76 115.25

(ii) Cheques on hand - 28.26

(iii) Balance with scheduled banks

- in current accounts 840.66 622.97

- in deposit accounts

- original maturity of 3 months or less - 22.30

Total 878.42 788.78

12. Bank balances other than cash and cash equivalents (Rs. in million)


As at31.03.2019

i. in deposit accounts

- original maturity more than 3 months 16,332.36 140.42

ii. in earmarked accounts

- Balances held as margin money or security against borrowings, guarantees and othercommitments

5,099.65 1,318.96

Total 21,432.01 1,459.38



13. Equity share capital(Rs. in million)


As at31.03.2019

Equity share capital 4,767.66 4,767.66

4,767.66 4,767.66

Authorised share capital:

500,000,000 (As at 31 March, 2019: 500,000,000 ) equity shares of Rs. 10 each with voting rights 5,000.00 5,000.00

Issued and subscribed capital comprises:

477,223,845 (As at 31 March, 2019 477,223,845) equity shares of Rs. 10 each fully paid up with voting rights

4,772.24 4,772.24

Less : Amount recoverable from DNL Employees Welfare Trust [457,931 (As at 31 March, 2019 457,931) number of shares issued to Trust @ Rs. 10 per share]

4.58 4.58

4,767.66 4,767.66

Fully paid equity shares: Number of shares

Share Capital(Rs. In Millions)

Balance as at 31st March, 2018 195,775,845 1,957.76

Add: Issue of shares (see note 39) 281,448,000 2,814.48


Add: Issue of shares - -


Of the above:

a. Fully paid equity shares, which have a par value of Rs. 10, carry one vote per share and carry a right to dividends.

b. Details of shares held by each shareholder holding more than 5% shares:

Name of Shareholder As at 31.03.2020 As at 31.03.2019

No. of Shares % Holding No. of Shares % Holding

Fully paid equity shares with voting rights:

Jio Futuristic Digital Holdings Private Limited 201,533,901 42.23% 201,533,901 42.23%

Jio Digital Distribution Holdings Private Limited 84,250,207 17.65% 84,250,207 17.65%

Jio Television Distribution Holdings Private Limited 86,738,504 18.18% 86,738,504 18.18%

Broad Street Investment (Singapore) pte Limited 41,828,930 8.77% 41,828,930 8.77%

(Part of Goldman Sachs Affiliates)

c. The Company has one class of equity shares having a par value of Rs. 10 per share. Each equity shareholder is eligible for one vote per share held and dividend as and when declared by the Company. Interim Dividend is paid as and when declared by the Board. Final dividend is paid after obtaining shareholder’s approval. Dividends are paid in Indian Rupees. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amount in proportion to their shareholding.



14. Other equity(Rs. in million)


As at31.03.2019

Securities premium account 34,111.81 34,111.81

Share options outstanding account - 11.19

General reserve 216.94 216.94

Capital Redemption Reserve 25.00 -

Surplus / (Deficit) in the Consolidated Statement of Profit and Loss (13,095.78) (13,647.16)

Total 21,257.97 20,692.78

(Rs. in million)

Particulars Year Ended31.03.2020

Year Ended31.03.2019

a. Securities premium accounti. Opening balance 34,111.81 16,516.24

ii. Add : Premium on shares issued during the year (see note 39) - 17,635.52

iii. Less : Utilised during the year for writing off share issue expenses - 39.95

iv. Closing balance (A) 34,111.81 34,111.81

b. Share options outstanding accounti. Employees stock option outstanding 11.19 90.13

ii. Add : ESOP compensation expense (net of taxes) - 4.45

iii. Less : Transfer to reserves on expired options 11.19 83.39

iv. Closing balance (B) - 11.19

c. General reservei. Opening balance 216.94 216.94

ii. Add : Addition/(deletion) - -

iii. Closing balance (C) 216.94 216.94

d. Capital Redemption Reservei. Opening balance - - ii. Add : Addition/(deletion) 25.00 - iii. Closing balance (D) 25.00 -

e. Surplus / (Deficit) in the Consolidated Statement of Profit and Lossi. Opening balance (13,647.16) (10,916.85)ii. Add: Profit / (Loss) for the year 699.60 (2,774.85)iii. Other comprehensive income arising from remeasurement of defined benefit obligation, net

of income taxes (5.72) 14.35

iv. Dividend distribution tax (19.58) (15.62)v. Non-controlling interests arising on the acquisition additional stake in subsidiaries/Merger of

Step down subsidiaries (109.11) (37.57)

vi. Transfer from ESOP reserve 11.19 83.39 vii. Transfer to Capital Redemption Reserve (25.00) -

Closing balance (E) (13,095.78) (13,647.16)(A+B+C+D+E) 21,257.97 20,692.78



15. Borrowings (Rs. in million)


As at31.03.2019

Long-term borrowingsAt amortised cost:

a. Term loans (Secured) i. from banks [See footnote i] - 2,636.69

b. Other loans - 2.53 c. Non cumulative redeemable preference shares - 21.09

- 2,660.31

15.01 The terms / rights attached to the Non-cumulative redeemable Preference Shares :

25,00,000 , 12 years, 0.001% Non - cumulative, Non - Participating Redeemable Preference Shares of Rs. 10 each fully paid-up were allotted. The Preference Shareholders have a preferential right to dividend of 0.001% per annum, carry a preferential right for repayment of capital in priority to the equity shares, on liquidation of the respective subsidiary company or repayment of capital. However, the preference shares carry no further or other right to participate either in the profits or assets of the Company and have no voting rights. Above non cummulative redeemable Preference Shares have been redeemed during the year.

16. Other financial liabilities (Rs. in million)


As at31.03.2019

Non-currentSecurity deposits received - 0.35 Total - 0.35

Currenta. Current maturities of long term debt [See footnote i below] - 1,510.79

b. Interest accrued 14.45 19.20

c. Othersi. Balance consideration payable on investments 6.90 13.80 ii. Payables on purchase of property, plant and equipment 84.83 68.60 iii. Security deposits received 6.96 7.02 iv. Payable for Expenses 1,240.81 1,435.50 v. Due to employees 115.30 155.65

Total 1,469.25 3,210.56

17. Provisions (Rs. in million)


As at31.03.2019

Non-currenta. Employee benefits

- Gratuity (see note 32) 103.75 88.23

- Compensated absences 29.00 31.54 Total 132.75 119.77 Currenta. Employee benefits

- Compensated absences 6.23 7.35 - Gratuity (see note 32) 10.05 6.56

Total 16.28 13.91



18. Other liabilities (Rs. in million)


As at31.03.2019

Non-currenta. Deferred revenue 1,915.28 2,652.33

Total 1,915.28 2,652.33 Currenta. Deferred revenue 1,022.48 893.64 b. Statutory remittances 388.94 257.00 c. Other payables

i. Advances from customers 191.30 61.80 ii. Indirect tax payable and others 407.31 125.21

Total 2,010.03 1,337.65

19. Borrowings (Rs. in million)


As at31.03.2019

a. Loans repayable on demand (Secured)

- from banks 2,133.46 644.43

(See footnotes ii)

b. Other loans

- Unsecured - 4.44

Total 2,133.46 648.87

20. Trade payables(Rs. in million)


As at31.03.2019

Trade payables - Other than acceptances

- total outstanding dues of micro enterprises and small enterprises 0.17 1.55

(See note no. -44)

- total outstanding dues of creditors other than micro enterprises and small enterprises 2,463.41 2,642.76

Total 2,463.58 2,644.31

21. Current tax liabilities (net)(Rs. in million)


As at31.03.2019

a. Income tax payable 0.68 17.89

Total 0.68 17.89



i. The terms of repayment and security of term loans are stated below:


Particulars Amount outstanding Security Terms of repayment/redemption Rate of interest/effective interest rate (per annum)

Long-term

debts

Current maturities

of long-term debts


(Rs. inmillion)

Term loan from bank

NIL NIL NA NA NA


Particulars Amount outstanding* Security Terms of repayment/redemption Rate of interest/effective interest rate (per annum)

Long-term

debts

Current maturities

of long-term debts


(Rs. inmillion)

Term loan from bank

913.52 314.60 First pari passu charge on property, plant and equipment of the Parent Company (existing and future) and second pari passu charge on all current assets of the Parent Company (existing and future). Further, secured by pledge over Investment in equity shares, (existing and future) on pari-passu basis, pertaining to 25 Subsidiaries (including 2 step-down subsidiaries).

Balance of Tranche A repayable in 15 equal quarterly installments commencing from April, 2019 and ending in October, 2022; Balance of Tranche B repayable in 15 equal quarterly installments commenc-ing from April, 2019 and ending in October, 2022; Balance of Tranche C repayable in 15 equal quarterly in-stallments commencing from April, 2019 and ending in October, 2022; Balance of Tranche D repayable in 19 equal quarterly installments commencing from June, 2019 and ending in December, 2023.

10.11%

Term loan from bank

187.33 373.03 First pari passu charge on property, plant and equipment of the Parent Company (existing and future) and second pari passu charge on all current assets of the Parent Company (existing and future). Further, secured by pledge over Investment in equity shares, (existing and future) on pari-passu basis, pertaining to 25 Subsidiaries (including 2 step-down subsidiaries).With respect to 2 step down subsidiaries, their holding Parent Company Futuristic Media and Entertainment Private Limited (formerly Den Futuristic Cable Networks Private Limted) has provided corporate guarantee for an amount equivalent to the book value or market value, whichever is higher, of the respective fully paid equity shares.

Balance repayable in 6 equal quar-terly installments commencing from April, 2019 and ending in July, 2020.

10.70%



Particulars Amount outstanding* Security Terms of repayment/redemption Rate of interest/effective interest rate (per annum)

Long-term

debts

Current maturities

of long-term debts

Term loan from bank

66.24 88.34 First pari passu charge on property, plant and equipment of the Parent Company (existing and future) and second pari passu charge on all current assets of the Parent Company (existing and future). Further, secured by pledge over Investment in equity shares, (existing and future) on pari-passu basis, pertaining to 25 Subsidiaries (including 2 step-down subsidiaries). With respect to 2 step down subsidiaries, their holding Parent Company Futuristic Media and Entertainment Private Limited (formerly Den Futuristic Cable Networks Private Limted) has provided corporate guarantee for an amount equivalent to the book value or market value, whichever is higher, of the respective fully paid equity shares.

Balance repayable in 7 equal quar-terly installments commencing from June, 2019 and ending in December, 2020.

10.10%

Term loan from bank


Repayable in 12 equal quarterly in-stallments commencing from April, 2019 and ending in January, 2022.

10.10%

Term loan from bank


Repayable in 12 equal quarterly in-stallments commencing from June, 2019 and ending in March, 2022.

10.00%

Total 2,636.69 1,510.79

* The above amounts include adjustment of loan processing fees to determine the amounts under the effective interest rate method.



ii The terms of repayment and security of loans repayable on demand are stated below:

As at 31 March, 2020Particulars Borrowings-

currentSecurity Terms of

repayment/redemption



2,133.46 The loan is secured against pledge of fixed deposit receipt.


7.79%

Total 2,133.46

As at 31 March, 2019 Particulars Borrowings-

currentSecurity Terms of

repayment/redemption



145.94 First pari passu charge on current assets of the Parent Company (existing and future) and second pari passu charge on all property, plant and equipment of the Parent Company (existing and future). Further, secured by pledge over Investment in equity shares, (existing and future) on pari-passu basis with all the term loan lenders, pertaining to 25 Subsidiaries (including 2 step-down subsidiaries) as specified in the note below. With respect to 2 step down subsidiaries, their holding Parent Company Futuristic Media and Entertainment Private Limited (formerly Den Futuristic Cable Networks Private Limted) has provided corporate guarantee for an amount equivalent to the book value or market value, whichever is higher, of the respective fully paid equity shares.


10.90%


149.00 First pari passu charge on current assets of the Parent Company (existing and future) and second pari passu charge on all property, plant and equipment of the Parent Company (existing and future)

Repayable after 30 days starting from 29th March, 2019.

8.70%


349.49 First pari passu charge on current assets of the Parent Company (existing and future) and second pari passu charge on all property, plant and equipment of the Parent Company (existing and future)


9.50%

Total 644.43


(Rs. in millon)


22. Revenue from operations(Rs. in million)



a. Sale of services 12,632.65 11,825.30 (See note below)

b. Sale of equipment 12.84 - c. Other operating revenue

i. Liabilities/ excess provisions written back 240.24 213.98 ii. Miscellaneous income 28.79 21.37

Total 12,914.52 12,060.65

22.1 The Company disaggregates revenue from contracts with customers by type of products and services and geography . Revenue disaggregation by geography is given in note no. 30

(Rs. in million) Particulars Year ended

31.03.2020 Year ended 31.03.2019

Revenue disaggregation by type of services :a. Placement income 3,459.47 3,125.72 b. Subscription income 7,432.16 6,730.24 c. Activation income 916.56 1,001.08 d. Feeder charges income 0.18 189.38 e. Internet revenue 698.29 660.08 f. Other revenue 125.99 118.80

Total 12,632.65 11,825.30

23. Other income(Rs. in million)



a. Interest income earned on financial assets that are not designated as at fair value through profit or loss:

i. on bank deposits (amortised cost) 1,338.06 125.72 ii. on financial assets carried at amortised cost 41.20 39.26

b. Interest on income tax refund 75.41 27.98 c. Other gains and losses

i. Net gain on sale of current investments 275.33 52.45 ii. Net gain on sale of property, plant and equipment 26.64 4.97 iii. Gain on financials assets designated as at FVTPL - 213.03

Total 1,756.64 463.41

24. Employee benefits expense (Rs. in million)



a. Salaries and allowances 849.95 855.36

b. Contribution to provident and other funds 45.13 42.09 c. Gratuity expense 23.94 21.56 d. Share-based payments to employees - 4.45 e. Staff welfare expenses 30.69 34.71

Total 949.71 958.17



25. Finance costs (Rs. in million)



a. Interest costs

- Interest on bank overdraft and loans 249.24 527.17 b. Other borrowing costs 69.09 59.38

Total 318.33 586.55

26. Other expenses(Rs. in million)



a. Cost of traded items 12.78 -

b. Distributor commission/ incentive 534.88 472.87 c. Rent and hire charges 188.84 197.51 d. Repairs and maintenance

i. Plant and equipment 173.63 162.66 ii. Others 172.32 167.71

e. Power and fuel 141.84 148.50 f. Director's sitting fees 2.27 1.29 g. Legal and professional charges 186.86 184.78 h. Payment to auditors (see note 26.01 below) 16.10 15.20 i. Expenditure on corporate social responsibility 14.00 15.75

(See note 42)

j. Contract service charges 416.95 450.14 k. Printing and stationery 4.85 7.57 l. Travelling and conveyance 66.11 71.47

m. Advertisement, publicity and business promotion 26.74 44.39 n. Communication expenses 42.57 62.46 o. Leaseline expenses 567.63 613.69 p. Security charges 20.51 23.67 q. Freight and labour charges 4.69 6.28 r. Insurance 4.80 2.06 s. Rates and taxes 288.94 84.03 t. Allowance on trade receivables and advances 526.96 308.92

(see note 26.02 below)

u. Provision for impairment of goodwill on consolidation 30.71 - v. Provision for impairment of capital work in progress 5.86 - w. Property, plant and equipment/ capital work-in-progress written off 2.16 0.21 x. Net loss on foreign currency transactions and translation 1.22 10.69 y. Loss on sale of investment 2.96 - z. Miscellaneous expenses 146.38 69.21

Total 3,603.56 3,121.06

26.01 Payment to Auditors

a. To statutory auditorsFor audit 9.59 10.26 For tax audit 2.15 - For other services 3.84 4.32 Reimbursement of expenses 0.52 0.62

16.10 15.20 b. To cost auditors for cost audit 0.13 0.14

Total 16.23 15.34



26.02 Allowance on trade receivables and advances(Rs. in million)



a. Doubftul trade receivables and advances written off 302.15 280.10

b. Allowance on trade receivables and advances written back (264.80) (197.41) 37.34 82.69

c. Allowance on trade receivables and advances 489.61 143.54 Total 526.96 308.92

27. Exceptional items(Rs. in million)



a. Provision for impairment of trade receivable and advances - 1,231.82

b. Provision for impairement of PPE - 1,030.12 c. Deffered Revenue - (298.80)d. Provision for VAT - 107.51 e. Doubtful trade receivables and advances written off - 8.40 f. Contract service charges - 30.95

Total - 2,110.00

27.01 Exceptional items comprises the following:

Exceptional items during the year ended 31st March 2019 represents provision for impairment of trade receivables and Property Plant & Equipment including Set top boxes amounting to Rs. 1845.60 million, one-time exceptional provision for certain tax related matters and other assets amounting to Rs. 265.40 million. These adjustments, having one-time, non-routine material impact on Consolidated financial results.

28. Income taxes(Rs. in million)



A Income tax recognised in Consolidated Statement of Profit and Loss

(a) Current taxIn respect of current year 25.91 140.29

25.91 140.29 (b) Deferred tax [See note 28(C)]

In respect of current year 486.05 (11.61)486.05 (11.61)

Total tax expense charged/(credited) in Consolidated Statement of Profit and Loss 511.96 128.68




31.03.2020 Year ended 31.03.2019

(c) The income tax expense for the year can be reconciled to the accounting profit as follows:Profit/(Loss) before tax 1098.34 (2876.82)Less:Share of profit / (loss) of associates 11.26 (53.94)

1087.08 (2,822.88)Income tax expense calculated 273.60 (848.13)Effect of earlier year expenses written back / expenses that are not deductible in determining taxable profit

224.97 238.26

Effect of unused tax losses, timing difference and tax offsets not recognised as deferred tax asset 80.15 601.06 Effect of timing difference recognised as deferred tax asset relating to previous years 6.38 148.38 Effect on deferred tax balances due to the change in income tax rates - (10.90)Carried forward losses utilised (73.14) - Total tax expense charged/(credited) in Consolidated Statement of Profit and Loss 511.96 128.68

B Income tax recognised in other comprehensive income(a) Deferred tax [See note 28(C)]

Arising on income and expenses recognised in other comprehensive income- Remeasurement of defined obligation (0.67) (1.10)Total tax expense charged/(credited) in other comprehensive income (0.67) (1.10)

The tax rate used for the 2019-2020 and 2018-2019 reconciliations above is the corporate tax rate of 25.17% and 31.20% respectively payable by corporate entities in India on taxable profits under the Indian tax law.

(C) Movement in deferred tax (i) Movement of deferred tax for 31 March, 2020

(Rs. in million) Particulars Year ended 31.03.2020

Opening balance as on 1 April, 2019

Recognised in profit or loss

Recognised in other

comprehen-sive income

Closingbalance as on

31 March, 2020

Tax effect of items constituting deferred tax liabilities

Property, plant and equipment and other intangible assets (19.79) (1.12) - (20.91)

Provision for employee benefits 0.30 (0.30) - -

Deferred revenue (9.74) 3.81 - (5.93)

Other items 15.56 (9.90) - 5.66

(13.67) (7.51) - (21.18)

Tax effect of items constituting deferred tax assets

MAT credit entitlement 23.32 (13.09) - 10.23

Property, plant and equipment and other intangible assets 362.17 (158.88) - 203.29

Provision for employee benefits 16.71 (4.98) (0.67) 11.06

Allowance on trade receivables, advances and impairment 329.49 (218.01) - 111.50

Deferred revenue 122.59 (16.89) - 105.70

Other items 74.14 (66.69) - 7.45

928.42 (478.54) (0.67) 449.23 Net tax asset/(liabilities) 914.75 (486.05) (0.67) 428.05



(ii) Movement of deferred tax for 31 March, 2019(Rs. in million)


Opening Balance as on 1 April, 2018

Recognised in profit or loss

Recognised in other com-

prehensive income

Closingbalance as on

31 March, 2019

Tax effect of items constituting deferred tax liabilities

Property, plant and equipment and other intangible assets (8.08) (11.71) - (19.79)

Provision for employee benefits 0.12 0.18 - 0.30

Deferred revenue 2.47 (12.21) - (9.74)

Other items 4.74 10.82 - 15.56

(0.75) (12.92) - (13.67)

Tax effect of items constituting deferred tax assets

MAT credit entitlement 28.93 (5.61) - 23.32

Property, plant and equipment and other intangible assets 250.75 111.42 - 362.17

Provision for employee benefits 9.33 7.38 - 16.71

Allowance on trade receivables, advances and impairment 332.16 (2.67) - 329.49

Deferred revenue 269.35 (146.76) - 122.59

Other items 39.23 37.55 - 74.14

929.75 1.31 - 928.42 Net tax asset/(liabilities) 929.00 (11.61) - 914.75

(D) Unrecognised deductible temporary differences, unused tax losses and unused tax credits(Rs. in million)


As at31.03.2019

Deductible temporary differences, unused tax losses and unused tax credits for which no deferred tax assets have been recognised are attributable to the following (refer note below):

- tax losses (revenue in nature) 1,030.08 1,026.61

- unabsorbed depreciation (revenue in nature) 4,306.23 4,870.62

- deductible temporary differences i. Property, plant and equipment and other intangible assets 2,464.47 1,190.09 ii. Provision for employee benefits 10.39 8.41 iii. Impairment allowance for doubtful balances 2,345.43 1,624.38 iv. Deferred revenue 2,100.64 2,885.51

12,257.24 11,605.62

Note: Detail of temporary differences, unused tax losses and unused tax credits for which no deferred tax asset is recognised in the Consolidated Balance Sheet:

(Rs. in million) Particulars As at

31.03.2020 As at

31.03.2019

Deferred tax assets with no expiry date 4,306.23 4,870.62 Deferred tax assets with expiry date* 7,951.01 6,735.00

12,257.24 11,605.62

*These would expire between financial year ended 31 March, 2022 and 31 March, 2027.



29. Commitments and contingent liabilities (Rs. in million)


As at 31.03.2019

a. Commitments

(i) Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances)

167.51 48.58

b. Contingent liabilities i) Claims against the Group not acknowledged as debts*

Income tax disputes where the Group is in appeal 53.30 2.69

Service tax disputes 79.29 39.66

Entertainment tax disputes 464.07 444.15

VAT disputes 1,214.62 1,054.45

GST 5.59 0.35 Entry tax disputes - 25.30 Demand raised by Custom Directorate of Revenue Intelligence 53.16 250.67

ii) GuaranteesBank guarantees 29.29 23.78

iii) Group's share of contingent liabilities of its associates 0.41 -

* The Group and its associates has paid advance towards the above claims aggregating to Rs. 582.77 million (31 March, 2019: Rs. 536.19 million).

30. Segment information Information reported to the chief operating decision maker (CODM) for the purpose of resource allocation and assessment of segment

performance focuses on the types of services provided. The CODM has identified Cable and Broadband as its reportable segments.

a) Cable segment consists of distribution and promotion of television channels.

b) Broadband segment consists of providing internet services.

Revenues and expenses directly attributable to segments are reported under each reportable segment. Expenses which are not directly identifiable to each reportable segment have been allocated on the basis of associated revenues of the segment and manpower efforts. All other expenses which are not attributable or allocable to segments have been disclosed as unallocable expenses. Assets and liabilities that are directly attributable or allocable to segments are disclosed under each reportable segment. All other assets and liabilities are disclosed as unallocable. Property, plant and equipment that is used interchangeably amongst segments is not allocated to segments.

I. Segment revenue and results(Rs. in million)

Particulars Year ended 31.03.2020 Year ended 31.03.2019Cable Broad

bandTotal Cable Broad

bandTotal

A. Segment revenueRevenue from operations 12,207.40 707.12 12,914.52 11,391.64 669.01 12,060.65 Total 12,207.40 707.12 12,914.52 11,391.64 669.01 12,060.65

B. Segment result (147.93) (203.30) (351.23) (343.56) (245.18) (588.74)Other income 1,756.64 463.41 Finance costs (318.33) (586.55)Profit/(Loss) before exceptional items and tax expense 1,087.08 (711.88)Exceptional items - 2,111.00Share of profit / (loss) of associates 11.26 (53.94)Profit / (Loss) before tax 1,098.34 (2,876.82)Tax expense 511.96 128.68Profit / (Loss) after tax 586.38 (3,005.50)



II. Segment assets and liabilities (Rs. in million)

Particulars Year ended 31.03.2020 Year ended 31.03.2019Cable Broad

bandTotal Cable Broad

bandTotal

C. Segment assets 11,575.11 786.44 12,361.55 13,652.77 835.97 14,488.74 Add: Unallocated assets 24,535.82 25,071.88 Total assets 11,575.11 786.44 36,897.37 13,652.77 835.97 39,560.62

D. Segment liabilities 7,696.90 310.78 8,007.68 8,230.15 222.83 8,452.98 Add: Unallocated liabilities 2,154.81 4,866.64 Total liabilities 7,696.90 310.78 10,162.49 8,230.15 222.83 13,319.62

III. Other segment information (Rs. in million)Particulars Year ended 31.03.2020 Year ended 31.03.2019

Cable Broad band

Total Cable Broadband

Total

Depreciation and amortisation (allocable) 2,231.39 236.47 2,467.86 2,178.50 237.20 2,415.70 Addition to non - current assets (allocable) i.e. capital expenditure

747.25 107.56 854.81 892.34 146.96 1,039.30

Impairment losses recognised in respect of:

a) Property, plant and equipment / Capital work-in-prog-ress / Goodwill

36.57 - 36.57 905.80 124.32 1,030.12

b) financial assets- Allowance on trade receivables and advances 526.48 0.48 526.96 1,537.52 11.62 1,549.14

IV. Geographical informationa. The Group is domiciled in India. The amount of its revenue from external customers broken down by location of customers in stated

below: (Rs. in million) Geography Year ended

31.03.2020 Year ended 31.03.2019

India 12,914.52 12,060.65

Outside India - - 12,914.52 12,060.65

b. Information regarding geographical non-current assets* is as follows:(Rs. in million)

Geography Year ended 31.03.2020


India 8,485.27 10,077.93

Outside India - - 8,485.27 10,077.93

* Non-current assets exclude financial assets, non current tax assets (net) and deferred tax assets (net).

c. Information about major customers: No single customer contributed 10% or more to the Group’s revenue during the years ended 31st March, 2020 and 31st March, 2019.



31. Lease

Effective 1st April, 2019 , The Group has adopted Ind AS – 116 “ Leases” under the modified retrospective approach without adjustment of comparatives. This has resulted in recognizing a right to use asset and corresponding lease liability of Rs. 9.90 Million as at 1st April, 2019. Due to transition , the nature of expenses in respect of non-cancellable operating lease has changed from lease rent to depreciation and finance cost for the right to use assets and lease liability respectively.

32. Employee benefit plans

(i) Defined contribution plans

The Group operates defined contribution retirement benefit plans for all its qualifying employees. Where employees leaves the plans prior to full vesting of the contributions, the contributions payable by the Group are reduced by the amount of forfeited contributions.

The total expense recognised in Consolidated Statement of Profit and Loss of Rs. 42.15 million (for the year ended 31 March, 2019: Rs. 38.50 million) for provident fund contributions and Rs. 2.98 million (for the year ended 31 March, 2019: Rs. 3.59 million) for Employee State Insurance Scheme contributions represents contributions payable to these plans by the Group at rates specified in the rules of the plans. As at 31 March, 2020, contributions of Rs. 7.49 million (as at 31 March, 2019: Rs. 7.09 million) reporting period had not been paid over to the plans. The amounts were paid subsequent to the end of the respective reporting periods.

(ii) Defined benefit plans

Gratuity plan

Gratuity liability arises on retirement, withdrawal, resignation, and death of an employee. The aforesaid liability is calculated on the basis of 15 days salary (i.e. last drawn salary plus dearness allowance) for each completed year of service or part thereof in excess of 6 months, subject to a maximum of Rs. 2 million. Vesting occurs upon completion of 5 years of service.

The present value of the defined benefit obligation and the related current service cost are measured using the Projected Unit Credit method with actuarial valuations being carried out at each balance sheet date.

The gratuity plan typically exposes the Group to actuarial risks such as: interest rate risk, longevity risk and salary risk.

Interest risk A decrease in the bond interest rate will increase the plan liability.

Longevity risk The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants both during and after their employment. An increase in the life expectancy of the plan participants will increase the plan’s liability.

Salary risk The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the plan’s liability.

No other post-retirement benefits are provided to these employees.

In respect of the plan in India, the most recent actuarial valuation of the present value of the defined benefit obligation was carried out as at 31 March, 2020 by Charan Gupta Consultants Private Limited for the Parent and certain subsidiaries, Ashok Kumar Garg and K. A. Pandit Consultants & Actuaries for the other subsidiaries. The present value of the defined benefit obligation, and the related current service cost and past service cost, were measured using the projected unit credit method.

a) The principal assumptions used for the purposes of the actuarial valuations were as follows.

Particulars Valuations as at 31.03.2020 31.03.2019

Discount rate(s) 6.87% 7.80%Expected rate(s) of salary increase 6.00% 7.00%Average longevity at retirement age for current beneficiaries of the plan (years) 15.17 15.60 Average longevity at retirement age for current employees (future beneficiaries of the plan) (years)

18.55 19.15

Retirement age (years) 58 58 Mortality Table IALM (2012 14) IALM (2006 08) Withdrawal Rates In % In %Upto 30 years 3.00 3.00 From 31 years to 44 years 2.00 2.00 Above 44 years 1.00 1.00



The following tables set out the unfunded status of the defined benefit scheme and amounts recognised in the Group financial statements as at 31 March, 2020:

b) Amounts recognised in Consolidated Statement of Profit and Loss in respect of these defined benefit plans are as follows:


31.03.2020 31.03.2019 Service cost

- Current service cost 14.82 13.76 Net interest expense 6.95 7.80 Components of defined benefit costs recognised in profit or loss 21.77 21.56 Remeasurement on the net defined benefit liability - Actuarial (gains) / losses arising from changes in financial assumptions 1.42 (6.95) - Actuarial (gains) / losses arising from experience adjustments 1.68 (6.69)Components of defined benefit costs recognised in other comprehensive income 3.10 (13.63)Total 24.87 7.93

The current service cost and the net interest expense for the year are included in the employee benefits expense line item in the

Consolidated Statement of Profit and Loss. The remeasurement of the net defined benefit liability is included in other comprehensive income.

c) The amount included in the Consolidated Balance Sheet arising from the entity’s obligation in respect of its defined benefit plans is as follows:

(Rs. in million) Particulars As at

31.03.2020 31.03.2019 Present value of funded defined benefit obligation 113.80 94.79 Fair value of plan assets - - Net liability arising from defined benefit obligation 113.80 94.79 - Current portion of the above - Non-current portion of the above 10.05 6.56

103.75 88.23

d) Movements in the present value of the defined benefit obligation are as follows: (Rs. in million)

Particulars Year ended 31.03.2020 31.03.2019

Opening defined benefit obligation 94.79 96.01 Current service cost 14.82 13.76 Interest cost 6.95 7.80 Remeasurement (gains)/losses:- Actuarial gains and losses arising from changes in financial assumptions 1.42 (6.95)- Actuarial gains and losses arising from experience adjustments 1.68 (6.69)Benefits paid (5.86) (9.15)Closing defined benefit obligation 113.80 94.79

e) Significant actuarial assumptions for the determination of the defined obligation are discount rate, expected salary increase and mortality. The sensitivity analyses below have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant.

i) If the discount rate is 50 basis points higher (lower), the defined benefit obligation would decrease by Rs. 5.64 million (increase by Rs. 6.01 million) [as at 31 March, 2019: decrease by Rs. 4.83 million (increase by Rs. 5.40 million].

ii) If the expected salary growth increases (decreases) by 0.50%, the defined benefit obligation would increase by Rs. 5.84 million (decrease by Rs. 5.45 million) [as at 31 March, 2019: Rs. 5.20 million (decrease by Rs. 4.70 million].



The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated

Furthermore, in presenting the above sensitivity analysis, the present value of the defined benefit obligation has been calculated using the projected unit credit method at the end of the reporting period, which is the same as that applied in calculating the defined benefit obligation liability recognised in the balance sheet.

f ) The average duration of the benefit obligation represents average duration for active members at 31 March, 2020: 15.17 years (as at 31 March, 2019: 15.60 years).

g) The Group expects to make a contribution of Rs. 21.79 million (as at 31 March, 2019: Rs. 16.11 million) to the defined benefit plans during the next financial year.

h) The discount rate is generally based upon the market yields available on Government bonds at the accounting date with a term that matches that of the liabilities.

i) The estimates of future salary increases considered takes into account the inflation, seniority, promotion and other relevant factors.

j) The gratuity plan is unfunded.

k) Experience on actuarial gain/(loss) for benefit obligations and plan assets:(Rs. in million)

Particulars GratuityYear ended 31.03.2020





Present value of DBO 113.80 94.79 96.01 91.74 86.23 Funded status [Surplus / (Deficit)] (113.80) (94.79) (96.01) (91.74) (86.23)Experience gain / (loss) adjustments on plan liabilities (3.10) 13.63 4.40 4.33 3.61

33. Earnings per equity share (EPS) Particulars Year ended

31.03.2020 Year ended 31.03.2019

(i) Basic (in Rs.) 1.47 (11.63)

(ii) Diluted (in Rs.)* 1.47 (11.63)

(i) Basic earnings per share The earnings and weighted average number of equity shares used in the calculation of basic earnings per share are as follows:

Particulars Year ended31.03.2020


(i) Profit/(Loss) for the year attributable to shareholders of the Company (Rs. in million) 699.60 (2774.85)

(ii) Profit/(Loss) used in the calculation of basic earnings per share (Rs. in million) 699.60 (2774.85)(iii) Weighted average number of equity shares for the purposes of basic earnings per share 476,765,914 238,498,977

(Face value of Rs. 10 each)



(ii) Diluted earnings per share (Rs. in million) The earnings used in the calculation of diluted earnings per share are as follows:



Net profit/ (Loss) for the year attributable to Equity Shareholders for Basic EPS 699.60 (2,774.85)Add Share based payment - 4.45 Net profit/ (Loss) for the year attributable to Equity Shareholders for Diluted EPS 699.60 (2,770.40)

(i) Profit/(Loss) used in the calculation of diluted earnings per share (Rs. in million) 699.60 (2,770.40)(ii) Weighted average number of equity shares for the purposes of basic earnings per share


(iii) Weighted average number of equity shares used in the calculation of diluted earnings per share (Face value of Rs. 10 each)**

476,765,914 238,498,977

*As the Diluted Earning Per Share was anti dilutive in previous year, Basic Earning per share had been considered as Diluted earning per share.**There were no potential dilutive equity shares in previous year since the fair value of outstanding ESOP was lower than exercise price.For Current Year there is no outstanding ESOP as at 31st March 2020.

34. Related Party Disclosures I. List of related parties a. Enterprises exercising control

1 Reliance Industries Limited (w.e.f 4th February, 2019)2 Reliance Industrial Investments and Holdings Limited# (w.e.f 4th February, 2019) (Protector of Digital Media Distribution Trust)3 Digital Media Distribution Trust (w.e.f 4th February, 2019)4 Jio Futuristic Digital Holdings Private Limited @ (w.e.f 4th February, 2019)5 Jio Digital Distribution Holdings Private Limited @ (w.e.f 4th February, 2019)6 Jio Television Distribution Holdings Private Limited @ (w.e.f 4th February, 2019)7 Reliance Strategic Investments Limited^ (w.e.f 4th February, 2019)8 Reliance Ventures Limited^ (w.e.f 4th February, 2019)9 Network18 Media & Investments Limited^ (w.e.f 4th February, 2019)

b. Fellow subsidiaries1 TV18 Broadcast Limited^2 IndiaCast Media Distribution Private Limited^3 Network18 Media & Investments Limited^4 Hathway Cable and Datacom Limited^5 Reliance Jio Infocomm Ltd.^

c. Associates entities1 DEN ADN Network Private Limited2 CCN DEN Network Private Limited3 Den Satellite Network Private Limited4 Den New Broad Communication Private Limited5 Den ABC Cable Network Ambarnath Private Limited6 Konark IP Dossiers Private Limited7. Eenadu Television Private Limited

d. Entities in which KMP can exercise significant influence1 Lucid Systems Private Limited 2 Verve Engineering Private Limited

e. Key managerial personnel1 Mr. Sameer Manchanda (Chairman and Managing Director)2 Mr. S.N Sharma (Chief Executive Officer)3 Mr. Satyendra Jindal (Chief Financial Officer) (w.e.f. 16th April 2019)

f. Other related party- employees welfare trust1 DNL Employees Welfare Trust

# Reliance Industrial Investments and Holdings Limited, Protector of Digital Media Distribution Trust is a wholly owned subsidiary of Reliance Industries Limited

@ Controlled by Digital Media Distribution Trust of which Reliance Content Distribution Limited, wholly owned subsidiary of Reliance Industries Limited is the sole beneficiary.

^ Subsidiaries of Reliance Industries Limited.



II. Transactions/ outstanding balances with related parties during the year (Figures in bracket relates to previous year)

(Rs. in million) Particulars Associates Fellow Enterprises Entities in Key Grand entities Subsidiaries exercising which KMP manage- total control can exercise ment significant personnel influence

A. Transactions during the yeari. Sale of services Den Satellite Network Private Limited 72.52 - - - - 72.52

(223.38) (-) (-) (-) (-) (223.38)

CCN DEN Network Private Limited 0.97 - - - - 0.97

(21.29) (-) (-) (-) (-) (21.29)

DEN ADN Network Private Limited 10.00 - - - - 10.00

(14.05) (-) (-) (-) (-) (14.05)

Others 1.09 - - - - 1.09

(126.30) (-) (-) (-) (-) (126.30)

IndiaCast Media Distribution Private Limited - 366.91 - - - 366.91

(-) (-) (-) (-) (-) (-)

TV18 Broadcast Limited - 128.62 - - - 128.62

(-) (-) (-) (-) (-) (-)

Total 84.58 495.53 - - - 580.11 (385.02) (-) (-) (-) (-) (385.02)ii. Sale of Equipments Den Satellite Network Private Limited 9.58 - - - - 9.58

(10.36) (-) (-) (-) (-) (10.36)

Others 3.18 - - - - 3.18

(3.52) (-) (-) (-) (-) (3.52)

Total 12.76 - - - - 12.76 (13.88) (-) (-) (-) (-) (13.88)iii. Other Operating Revenuea. Liabilities/excess provisions written back (net) Den Satellite Network Private Limited - - - - - -

(0.48) (-) (-) (-) (-) (0.48)

Total - - - - - - (0.48) (-) (-) (-) (-) (0.48)iv. Other incomea. Interest income on financial assets carried at amortised cost CCN DEN Network Private Limited 27.31 - - - - 27.31

(27.31) (-) (-) (-) (-) (27.31)


(9.02) (-) (-) (-) (-) (9.02)

Total 36.37 - - - - 36.37 (36.33) (-) (-) (-) (-) (36.33)



Particulars Associates Fellow Enterprises Entities in Key Grand entities Subsidiaries exercising which KMP manage- total control can exercise ment significant personnel influence

v. Purchase of services CCN DEN Network Private Limited 7.54 - - - - 7.54

(9.57) (-) (-) (-) (-) (9.57)


(5.75) (-) (-) (-) (-) (5.75)

Den Satellite Network Private Limited 48.74 - - - - 48.74

(128.05) (-) (-) (-) (-) (128.05)

TV18 Broadcast Limited - 977.47 - - - 977.47

(-) (114.00) (-) (-) (-) (114.00)

Reliance Jio Infocomm Ltd. - 119.65 - - - 119.65

(-) (-) (-) (-) (-) (-)

Others 13.41 - - - - 13.41

(33.59) (-) (-) (-) (-) (33.59)

Total 79.30 1,097.12 - - - 1,176.42 (176.96) (114.00) (-) (-) (-) (290.96)vi. Other Expenses Reliance Industries Ltd - - 0.11 - - 0.11

(-) (-) (-) (-) (-) (-)

- - 0.11 - - 0.11 (-) (-) (-) (-) (-) (-)

vii. Compensation of Key Managerial Personnel The remuneration of key managerial personnel during the year was as follows: -Short-term employee benefits - - - - 91.67 91.67

(-) (-) (-) (-) (78.41) (78.41)

-Post-employment benefits - - - - 4.11 4.11

(-) (-) (-) (-) (2.55) (2.55)

Total - - - - 95.78 95.78 (-) (-) (-) (-) (80.96) (80.96)viii. Redemption of preference shares during the year Network18 Media & Investments Limited - 25.00 - - - 25.00

- (-) (-) (-) (-) (-)

Total - 25.00 - - - 25.00 (-) (-) (-) (-) (-) (-)

ix. Loans received back during the year DEN ADN Network Private Limited 7.15 - - - - 7.15

(-) (-) (-) (-) (-) (-)

Total 7.15 - - - - 7.15 (-) (-) (-) (-) (-) (-)



B. Outstanding balances at year end (Rs. in million)


i. Investments in associates and joint venture (Equity and/or preference share capital) Den Satellite Network Private Limited 31-Mar-20 663.39 - - - - 663.39

31-Mar-19 (644.84) (-) (-) (-) (-) (644.84)

DEN ADN Network Private Limited 31-Mar-20 31.60 - - - - 31.60

31-Mar-19 (40.03) (-) (-) (-) (-) (40.03)

CCN DEN Network Private Limited 31-Mar-20 - - - - - -

31-Mar-19 (-) (-) (-) (-) (-) (-)

Total 694.99 - - - - 694.99 (684.87) (-) (-) (-) (-) (684.87)ii. Other financial assetsa. Advances recoverable Den Satellite Network Private Limited 31-Mar-20 1.00 - - - - 1.00

31-Mar-19 (1.00) (-) (-) (-) (-) (1.00)

CCN DEN Network Private Limited 31-Mar-20 0.30 - - - - 0.30

31-Mar-19 (0.30) (-) (-) (-) (-) (0.30)


31-Mar-19 (8.40) (-) (-) (-) (-) (8.40)

Total 6.79 - - - - 6.79 (9.69) (-) (-) (-) (-) (9.69)b. Interest accrued but not due CCN DEN Network Private Limited 31-Mar-20 96.89 - - - - 96.89

31-Mar-19 (76.26) (-) (-) (-) (-) (76.26)


31-Mar-19 (0.97) (-) (-) (-) (-) (0.97)

Others 31-Mar-20 - - - - - -

31-Mar-19 (0.59) (-) (-) (-) (-) (0.59)

Total 99.65 - - - - 99.65 (77.82) (-) (-) (-) (-) (77.82)c. Receivable on sale of property, plant and equipment CCN DEN Network Private Limited 31-Mar-20 10.12 - - - - 10.12

31-Mar-19 (12.58) (-) (-) (-) (-) (12.58)

Others 31-Mar-20 1.30 - - - - 1.30

31-Mar-19 (-) (-) (-) (-) (-) (-)

Total 11.42 - - - - 11.42 (12.58) (-) (-) (-) (-) (12.58)




iii. Trade receivables Den Satellite Network Private Limited 31-Mar-20 - - - - - -

31-Mar-19 (283.09) (-) (-) (-) (-) (283.09)


31-Mar-19 (69.34) (-) (-) (-) (-) (69.34)

IndiaCast Media Distribution Private Limited 31-Mar-20 - 75.88 - - - 75.88

31-Mar-19 (-) (110.60) (-) (-) (-) (110.60)

Others 31-Mar-20 3.89 20.72 - - - 24.61

31-Mar-19 (73.58) (5.19) (-) (-) (-) (78.77)

Total 69.86 96.59 - - - 166.45 (426.00) (115.79) (-) (-) (-) (541.79)iv. Loans CCN DEN Network Private Limited 31-Mar-20 182.05 - - - - 182.05

31-Mar-19 (182.05) (-) (-) (-) (-) (182.05)


31-Mar-19 (63.75) (-) (-) (-) (-) (63.75)

Total 238.65 - - - - 238.65 (245.80) (-) (-) (-) (-) (245.80)v. Trade payables Den Satellite Network Private Limited 31-Mar-20 28.92 - - - - 28.92

31-Mar-19 (190.82) (-) (-) (-) (-) (190.82)


31-Mar-19 (26.71) (-) (-) (-) (-) (26.71)

TV18 Broadcast Limited 31-Mar-20 - 193.18 - - - 193.18

31-Mar-19 (-) (272.53) (-) (-) (-) (272.53)

Reliance Jio Infocomm Ltd. 31-Mar-20 - 137.15 - - - 137.15

31-Mar-19 (-) (-) (-) (-) (-) (-)

Others 31-Mar-20 23.59 0.83 - - - 24.43

31-Mar-19 (64.66) (0.83) (-) (-) (-) (65.49)

Total 78.43 331.16 - - - 272.44 (282.18) (273.36) (-) (-) (-) (555.56)vi. Other financial liability CCN DEN Network Private Limited 31-Mar-20 3.58 - - - - 3.58

31-Mar-19 (-) (-) (-) (-) (-) (-)

Den Satellite Network Private Limited 31-Mar-20 2.16 - - - - 2.16

31-Mar-19 (-) (-) (-) (-) (-) (-)

Others 31-Mar-20 0.58 - - - - 0.58

31-Mar-19 (-) (-) (-) (-) (-) (-)

Total 6.32 - - - - 6.32 (-) (-) (-) (-) (-) (-)

vii. Amount recoverable from DNL Employees Welfare Trust as at 31 March, 2020: Rs. 0.36 million (As at 31 March, 2019: Rs. 0.36 million)



35. Share Based payments

A. Employee Stock Option Plan 2010 (“ESOP 2010”)


Pursuant to approval of the Board and Shareholders dated September 10, 2010, the Company had established an Employee Stock Option Plan (ESOP 2010) in accordance with the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines 1999 as amended. The Company had taken approval of the Shareholders to grant and allot upto 5,219,599 equity options under the said scheme. There are no outstanding options under the scheme as on March 31, 2020. Further, the Board of Directors in its meeting dated February 17, 2020 has approved discontinuation of the scheme.

b) Fair value of share options granted during the previous year




Particulars 2019-2020 2018-2019

Number of options

Weightedaverage exercise

price (in Rs.)

Number ofoptions


price (in Rs.)


Granted during the year - - - -

Forfeited during the year - - 30,000 143.42








B. Employee Stock Option Plan 2014 (“ESOP 2014”)


Pursuant to approval of the Shareholders dated 23 June, 2015, the Company had established an DEN ESOP Plan B -2014 in accordance with “Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014” and “the Securities and Exchange Board of India (Share Based Employee Benefits) (Amendment) Regulation, 2015. The Company had taken approval of the Shareholders to grant and allot upto 8,909,990 equity options under the said scheme. There are no outstanding options under the scheme as on March 31, 2020. Further, the Board of Directors in its meeting dated February 17, 2020 has approved discontinuation of the scheme.

b) Fair value of share options granted in the year






Particulars 2019-2020 2018-2019

Number of options


price (in Rs.)

Number ofoptions


price (in Rs.)


Granted during the year - - -

Vested during the year - - - -








36. Goodwill on consolidation(Rs. in million)


As at 31.03.2019

Cost or deemed cost 1,793.83 1,765.90 Accumulated impairment loss (172.81) (142.10)

1,621.02 1,623.80

Year Ended 31.03.2020

Year Ended 31.03.2019

Cost or deemed cost

Balance at the beginning of year 1,765.90 1,765.90

Addition during the year 30.71 -

Derecognistion during the year (2.78) - Balance at the end of year 1,793.83 1,765.90

Accumulated impairment loss

Balance at the beginning of year 142.10 142.10

Impairment losses recognised during the year 30.71 -

Balance at the end of year 172.81 142.10

Impairment of goodwill

For the purpose of impairment testing, goodwill has been allocated to the cash generating unit (CGU)- cable segment.

The recoverable amount of this cash-generating unit is determined based on a value in use calculation which uses cash flow projections based on financial forecasts covering a five-year period, and a discount rate of 10% per annum (as at 31 March, 2019: 10% per annum)

Cash flow projections during the forecast period are based on the same expected gross margins and inflation throughout the forecast period. The cash flows beyond that five-year period have been extrapolated using a steady growth rate of 2% per annum (as at March 31, 2019: 2% per annum) which is the projected long-term average growth rate for Cable CGU. The directors believe that any reasonably possible change in the key assumptions on which recoverable amount is based would not cause the aggregate carrying amount to exceed the aggregate recoverable amount of the cash-generating unit.

Based on impairment testing as above, the management has accounted for a provision for impairment loss amounting to Rs. 30.71 million and Rs. NIL million for the years ended 31 March, 2020 and 31 March, 2019 respectively.



37. Financial Instruments

a) Capital Management

The Group’s management reviews the capital structure of the Group on periodical basis. As part of this review, the management considers the cost of capital and the risks associated with each class of capital. The Group monitors the capital structure using gearing ratio which is determined as the proportion of net debt to total equity.

The capital structure of the Group consists of net debt (borrowings as detailed in notes 15, 16, 19 and offset by cash and bank balances and current investments in notes 9,11 and 12) and total equity of the Group.

The Group sets the amount of capital required on the basis of annual business and long-term operating plans.

The funding requirements are met through a mixture of equity, internal fund generation, non-current and current borrowings. The Group’s policy is to use non-current and current borrowings to meet anticipated funding requirements.

Gearing ratio

The gearing ratio at end of the reporting period was as follows(Rs. in million)


As at 31.03.2019

DebtBorrowings- current (See Note 19) 2,133.46 648.87

Borrowings- non current (See Note 15) - 2,660.31 Current maturities of long term debt (See Note 16) - 1,510.79

2,133.46 4,819.97

Less:

Cash and cash equivalents (See Note 11) 878.42 788.78

Current investments (See Note 9) - 20,709.84 Bank balances (See Note 12) 21,432.01 1,459.38

Net debt (20,176.97) (18,138.03)

Total equity 26,025.63 25,460.44

Net debt to equity ratio N/A N/A

(b) Financial risk management objective and policies

Financial assets and liabilities:

The accounting classification of each category of financial instruments, and their carrying amounts, are set out below:


Financial assets Measured at amortised cost

Measured at FVTOCI

Measured at FVTPL


Cash and cash equivalents 878.42 - - 878.42 Bank balances other than cash and cash equivalents 21,432.01 - - 21,432.01 Trade receivables 1,339.26 - - 1,339.26 Loans 298.14 - - 298.14 Other financial assets 1,634.29 - - 1,634.29 Investment in equity shares of associates carried at cost less impairment 694.99 - - 694.99

26,277.11 - - 26,277.11




amortised cost Measured at FVTOCI

Measured at FVTPL


Borrowings - current 2,133.46 - - 2,133.46 Trade payables 2,463.58 - - 2,463.58 Other financial liabilities - current 1,469.25 - - 1,469.25

6,066.29 - - 6,066.29

As at 31 March, 2019 (Rs. in million)

Financial assets Measured at amortised cost

Measured at FVTOCI

Measured at FVTPL


Cash and cash equivalents 788.78 - - 788.78 Bank balances other than cash and cash equivalents 1,459.38 - 1,459.38 Trade receivables 2,260.11 - - 2,260.11 Current investments - - 20,709.84 20,709.84 Loans 336.02 - - 336.02 Other financial assets 884.58 - - 884.58 Investment in equity shares of associates carried at cost less impairment 684.87 - - 684.87

6,413.74 - 20,709.84 27,123.58


amortised cost Measured at FVTOCI

Measured at FVTPL


Borrowings - non-current 2,660.31 - - 2,660.31 Borrowings - current 648.87 - - 648.87 Trade payables 2,644.31 - - 2,644.31 Other financial liabilities - non-current 0.35 - - 0.35 Other financial liabilities - current 3,210.56 - - 3,210.56

9,164.40 - - 9,164.40

(c) Risk management framework

The Group is exposed to market risk (including currency risk, interest rate risk and other price risk), credit risk and liquidity risk.

The objective of the Group’s risk management framework is to manage the above risks and aims to :

- improve financial risk awareness and risk transparency

- identify, control and monitor key risks

- provide management with reliable information on the Group’s risk exposure

- improve financial returns

(i) Market risk

Market risk is the risk that the fair value of financial instrument will fluctuate because of change in market price. Market risk comprises of three types of risks - interest risk, foreign currency and other price risk such as equity price risk.

The Group’s activities expose it primarily to interest rate risk, currency risk and other price risk such as equity price risk. The financial instruments affected by market risk includes : Fixed deposits, current investments, borrowings and other current financial liabilities.

(ii) Liquidity risk

The Group requires funds both for short-term operational needs as well as for long-term investment needs.

The Group remains committed to maintaining a healthy liquidity, gearing ratio, deleveraging and strengthening the balance sheet. The maturity profile of the Group’s financial liabilities based on the remaining period from the date of balance sheet to the contractual maturity date is given in the table below. The figures reflect the contractual undiscounted cash obligation of the Group.



(Rs. in million)Financial liabilities As at 31 March, 2020

<1 year 1-3 Years 3-5 Years > 5 Years TotalNon current- Borrowings - - - - - - Other financial liabilities - - - - - Current- Borrowings 2,133.46 - - - 2,133.46 - Interest accrued 14.45 - - - 14.45 - Trade payables 2,463.58 - - - 2,463.58 - Other financial liabilities 1,454.80 - - - 1,454.80 Total 6,066.29 - - - 6,066.29

(Rs. in million)Financial liabilities As at 31 March, 2019

<1 year 1-3 Years 3-5 Years > 5 Years TotalNon current- Borrowings* - 2,392.49 287.54 21.09 2,701.12 - Other financial liabilities - 0.35 - - 0.35 Current- Borrowings 648.87 - - - 648.87 - Current maturities of long term debt* 1,534.73 - - - 1,534.73 - Interest accrued 19.20 - - - 19.20 - Trade payables 2,644.31 - - - 2,644.31 - Other financial liabilities 1,680.57 - - - 1,680.57 Total 6,527.68 2,392.84 287.54 21.09 9,229.15

*includes undiscounted interest. As at 31 March, 2020, the Group had access to fund based facilities of Rs. 4,700 million, of which Rs. 2,566.54 million were yet not drawn, as set out below:




4,700.00 2,133.46 2,566.54 Total 4,700.00 2,133.46 2,566.54

As at 31 March, 2019, the Group had access to fund based facilities of Rs. 5,262.22 million, of which Rs. 405.56 million were yet not drawn, as set out below:




5,290.27 4,884.72 405.55 Total 5,290.27 4,884.72 405.55

(iii) Foreign currency risk

Foreign exchange risk comprises of risk that may be expected to the Group because of fluctuations in foreign currency exchange rates. Fluctuations in foreign currency exchange rates may have an impact on the Statements of Profit and Loss. As at the year end, the Group was exposed to foreign exchange risk arising from foreign currency payables denominated in foreign currency availed by the Group.

The carrying amounts of the Group’s foreign currency denominated monetary assets and monetary liabilities at the end of the reporting period are as follows :

(In million)As at 31.03.2020 As at 31.03.2019

Financial assets Financial liabilities Financial assets Financial liabilities

USD - 0.13 - 0.15 Equivalent INR - 9.83 - 10.09



The results of Group’s operations may be affected by fluctuations in the exchange rates between the Indian Rupee against the US dollar. The foreign exchange rate sensitivity is calculated by the aggregation of the net foreign exchange rate exposure with a simultaneous parallel foreign exchange rates shift in the currencies by 1% against the functional currency of the Group.

For the year ended 31 March, 2020 and 31 March, 2019, every 100 basis points depreciation/ appreciation in the exchange rate between the Indian rupee and U.S. dollar will decrease/increase the Group’s losses before tax by Rs. 0.10 million (31 March, 2019 : Rs. 0.10 million).

(iv) Interest rate risk

The Group is exposed to interest rate risk on current borrowings and fixed deposits outstanding as at the year end. The Group’s policy is to maintain a balance of fixed and floating interest rate borrowings and the proportion of fixed and floating rate debt is determined by current market interest rates. The borrowings of the Group are principally denominated in Indian Rupees.These exposures are reviewed by appropriate levels of management on a monthly basis. The Group invests in fixed deposits to achieve the Group’s goal of maintaining liquidity, carrying manageable risk and achieving satisfactory returns.

The exposure of the Group’s financial liabilities as at 31 March, 2020 to interest rate risk is as follows:(Rs. in million)


Total

Non currentBorrowings - - - - CurrentBorrowings - 2,133.46 - 2,133.46

- 2,133.46 - 2,133.46

Fixed deposits - 21,432.01 - 21,432.01 Weighted average interest rate (per annum) Floating rate Fixed rateOthers - 7.79%

The exposure of the Group’s financial liabilities as at 31 March, 2019 to interest rate risk is as follows:(Rs. in million)


Total

Non currentBorrowings 2,660.31 - - 2,660.31 CurrentBorrowings 648.87 - - 648.87 Current maturities of long term debt 1,510.79 - - 1,510.79

4,819.97 - - 4,819.97

Fixed deposits - 1,481.68 - 1,481.68 Interest rate range (per annum) Floating rate Fixed rateOthers 8.70% to 10.90% 6.70% to 8.51%

Interest rate sensitivity analysis on borrowings:

If interest rates had been 100 basis points higher/lower and all other variables were held constant, the Group’s profit before tax for the year ended March 31, 2020 would decrease/increase by NIL (year ended 31 March, 2019 : Rs. 53.80 million). This is mainly attributable to the Group’s exposure to interest rates on its variable rate borrowings. In current year borrowings are on fixed rate while in previous year borrowings were mainly attributable to variable rate.

(v) Other price risk

The Group was exposed to price risks arising from fair valuation of Group’s investment in mutual funds. These investments were held for short term purposes. The sensitivity analyses below have been determined based on the exposure to equity price risks at the end of the reporting year.



If prices had been 100 basis points higher/lower, profit before tax for the year ended 31 March, 2020 would decrease/increase by Rs. NIL (for the year ended 31 March, 2019: Rs. 207.10 million) as a result of the changes in fair value of these investments which have been designated as at FVTPL.

(vi) Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. The Group’s exposure to credit risk primarly arises from trade receivables, balances with banks and security deposits. The credit risk on bank balances is limited because the counterparties are banks with good credit ratings. Trade receivables consist of a large number of customers. Ongoing credit evaluation is performed on the financial condition of accounts receivable. The Group’s policies on assessing expected credit losses is detailed in notes to accounting policies (See note 2.14). For details of exposure, default grading and expected credit loss as on the reporting year.

38a. Fair value measurement

i) Financial assets and financial liabilities that are not measured at fair value are as under: (Rs. in million)


Carrying amount

Fair value Carrying amount

Fair value

Financial assets

Cash and cash equivalents 878.42 878.42 788.78 788.78

Bank balances other than cash and cash equivalents 21,432.01 21,432.01 1,459.38 1,459.38 Trade receivables 1,339.26 1,339.26 2,260.11 2,260.11 Loans 298.14 298.14 336.02 336.02 Other financial assets 1,634.29 1,634.29 884.58 884.58

Financial liabilitiesNon-current borrowings - - 2,660.31 2,660.31 Current borrowings 2,133.46 2,133.46 648.87 648.87 Trade payables 2,463.58 2,463.58 2,644.31 2,644.31 Other financial liabilities - non-current - - 0.35 0.35 Other financial liabilities - current 1,469.25 1,469.25 3,210.56 3,210.56

Note: The carrying value of the above financial assets and financial liabilities carried at amortised cost approximate these fair value.

ii) Fair value hierarchy of assets measured at fair value as at 31 March, 2020; 31 March, 2019 is as follows:(Rs. in million)


Fair value measurement at end of the reporting period/year using

Valuation techniques

Level 1 Level 2 Level 3

Financial assets

Investment in mutual funds - - - -

Total financial assets - - - -


31.03.2019Fair value measurement at end of the

reporting period/year usingValuation techniques

Level 1 Level 2 Level 3

Financial assets

Investment in mutual funds 20,709.84 - 20,709.84 - Based on the NAV report issued by the fund manager

Total financial assets 20,709.84 - 20,709.84 -



38b. Reconciliation of liabilities arising from financing activities

The table below details the changes in Company’s liabilities arising from financing activities, including both cash and non-cash(Rs. in million)

Particulars As at 31st March,

2019

Cash Flow Non-cash Changes

As at 31st March,

2020

Non-current borrowings 2,660.31 (2,725.04) 64.73 -

Current borrowings 648.87 1,484.59 - 2,133.46

Current maturities of long term borrowings 1,510.79 (1,510.79) - -

Total liabilities from financing activities 4,819.97 (2,751.24) 64.73 2,133.46

39. During the previous year, the Parent Company had allotted on preferential basis 28,14,48,000 equity shares of Rs. 72.66 each at a premium of Rs. 62.66 per share to the following entities (the ‘Acquirers’) aggregating to Rs. 20,450.00 million representing 58.98% of post-preferential allotment equity share capital of the Group.

Name of the Acquirers No. of Equity Shares

Amount(Rs. in million)

Jio Futuristic Digital Holdings Private Limited 136,847,150 9,943.30

Jio Digital Distribution Holdings Private Limited 71,248,280 5,176.90

Jio Television Distribution Holdings Private Limited 73,352,570 5,329.80

Total 281,448,000 20,450.00

The Acquirers had acquired sole control of the Group and the Acquirers together with the Persons Acting in Concert (PACs) namely Reliance Industries Limited (RIL), Digital Media Distribution Trust, Reliance Content Distribution Limited and Reliance Industrial Investments and Holdings Limited had become part of the ‘promoter and promoter group’ of the Group pursuant to the:

(a) aforesaid preferential allotment; and (b) purchase by Jio Futuristic Digital Holdings Private Limited (one of the Acquirers) of 3,35,85,000 equity shares of the Group representing 7.04% of the post-preferential allotment paid-up equity share capital from Shri Sameer Manchanda and Verve Engineering Private Limited. Further, prior to the said acquisitions, Reliance Ventures Limited (RVL), Reliance Strategic Investments Limited (RSIL) and Network18 Media and Investments Limited (NW18) (RVL and RSIL are wholly-owned subsidiaries of RIL. Independent Media Trust (of which RIL is the sole beneficiary) owns and controls 73.15% of the paid-up equity share capital of NW18 (directly and indirectly through companies wholly owned and controlled by it) together were holding 26,46,968 equity shares constituting 0.55% of the post-preferential allotment paid-up equity share capital of the Group. Post the aforesaid acquisitions by the Acquirers, RVL, RSIL and NW18 have also become part of the ‘promoter and promoter group’ of the Group.

On March 5, 2019, the Acquirers acquired an aggregate of 5,74,89,612 equity shares representing 12.05% of the total paid-up equity share capital of the Group pursuant to an open offer under the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. Accordingly, as at March 31, 2019, the aggregate holding of the Acquirers, RVL, RSIL and NW18 in the Group stood at 37,51,69,580 equity shares of the Group representing 78.62% of the total paid-up equity share capital of the Group.

The proceeds of the preferetial allotment amounting to Rs. 20,450 million have been temporarily invested in fixed deposits.

40. The Company has consolidated the unaudited financial statements of 6 of its subsidiaries based on the financial statements as certified by the Company’s management and which have not been audited by the statutory auditors of these entities. These financial statements reflect total assets of Rs. 463.62 million as at 31 March, 2020, total revenues of Rs. 447.54 million for the year ended 31 March, 2020, as considered in the consolidated financial statements. The consolidated financial statements also include the Group’s share of loss after tax including total other comprehensive income of Rs. NIL for the year ended 31 March, 2020 as considered in the the consolidated financial statements, in respect of 1 associate, based on their financial statements which have not been audited by their auditor. The management is of the view that the adjustments, if any, arising out of the audit of the financial statements of the subsidiaries and associate will not have a material impact on the consolidated Ind AS financial statements.

41. Impact of Pandemic COVID 19

The outbreak of Coronavirus (COVID -19) pandemic globally and in India is causing significant disturbance and slowdown of economic activity. In many countries, businesses are being forced to cease or limit their operations for long or indefinite periods of time. Measures taken to contain the spread of the virus, including travel bans, quarantines, social distancing, and closures of non-essential services have triggered significant disruptions to businesses worldwide, resulting in an economic slowdown.



The Group being service provider majorly engaged in one of the “Essential Services – Television Broadcasting & Distribution” was able to operate under normal course of business during the period of Nationwide Lockdown with minimal impact on operations and the scale of operation was usual with respect to the cable subscriber base upto the date of adoption of financial statement. The Group was also able to get required services for its operation from its vendors, employees etc. as per normal course of business except for certain disruptions which are not material to the conduct of the operations. The Group has evaluated impact of COVID -19 on its business operations and based on its review there is no significant impact on its financial statements.

42. Expenditure on Corporate Social Responsibility (CSR)

a. The provisions of section 135 of the Companies Act 2013 are applicable to the entities incorporated in India. Accordingly, the Group was required to spend Rs. 12.24 million [Previous year Rs. 14.80 million] during the year on account of expenditure towards Corporate Social Responsibility.

b. Amount spent during the year ended 31 March, 2020:(Rs. in million)

Particulars Paid (A) Yet to be paid (B) Total (A+B)

(i) Construction/acquisition of any asset - - -

(-) (-) (-)

(ii) On purposes other than (i) above 20.10 - 20.10

(9.65) (6.10) (15.75)

Figures in bracket relates to previous year

c. Details of related party transactions:

- Contribution during the year ended 31 March, 2020 is Rs. Nil [31 March 2019 Rs. Nil]

- Payable as at 31 March, 2020 is Rs. Nil (As at 31 March, 2019: Rs. Nil)

43. The Group and its associates did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

44. Disclosures as per the Micro, Small and Medium Enterprises Development (MSMED) Act, 2006(Rs. in million)


As at31.03.2019

(a) the principal amount and the interest due thereon remaining unpaid to any supplier at the end of each accounting year.

0.17 1.55

(b) interest paid in terms of section 16 of the Micro, Small and Medium Enterprises Development Act, 2006 and the amount of payment made to the supplier beyond the appointed day.

- -

(c) interest due and payable for the period of delay in making payment other than the interest specified under the Micro, Small and Medium Enterprises Development Act, 2006

- -

(d) interest accrued and remaining unpaid - - (e) further interest remaining due and payable even in the succeeding years for the purpose of

disallowance of a deductible expenditure under section 23 of the Micro, Small and Medium Enterprises Development Act, 2006.

- -

45. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Group and its associates.

46. Details of material associates

Details of each of the Group’s material associates at the end of the reporting year are as follows:

S. No.

Name of associates Principal activity Place of in-corporation and princi-pal place of business

Proportion of ownership interest/ voting rights held by the Group

As at31.03.2020

As at 31.03.2019

1. DEN ADN Network Private Limited Cable distribution business New Delhi 51% 51%2. CCN DEN Network Private Limited Cable distribution business Delhi 51% 51%3. Den Satellite Network Private Limited Cable distribution business Mumbai 50% 50%



All the above associates are accounted for using the equity method in these Consolidated Financial Statements.

Summarised financial information in respect of each of the Group’s material associates is set out below.

The summarised financial information below represents amount shown in the associate’s financial statement prepared as per equity accounting purposes.

1. DEN ADN Network Private Limited(Rs. in million)


As at31.03.2019

Non-current assets 154.03 149.28

Current assets 178.54 180.17

Non-current liabilities 15.08 18.81

Current liabilities 247.49 231.12

(Rs. in million)


Year ended31.03.2019

Revenue 219.83 185.26

Profit /(Loss) for the year (16.45) (20.54)

Other comprehensive income for the year (0.08) (0.02)

Total comprehensive income for the year (16.53) (20.56)

Reconciliation of the above summarised financial information to the carrying amount of interest in DEN ADN Network Private Limited recognised in the Consolidated Financial Statements:

(Rs. in million)


As at31.03.2019

Net assets of the associate 63.00 79.52

Proportion of the Group's ownership interest in DEN ADN Network Private Limited 51% 51%

Capital reserve (0.53) (0.53)

Carrying amount of the Group's interest in DEN ADN Network Private Limited 31.60 40.03

2. CCN DEN Network Private Limited(Rs. in million)


As at31.03.2019





(Rs. in million)



Revenue 286.63 251.38


Other comprehensive income for the year - -

Total comprehensive income/(Loss) for the year (71.08) (115.96)



Reconciliation of the above summarised financial information to the carrying amount of interest in CCN DEN Network Private Limited recognised in the Consolidated Financial Statements:

(Rs. in million)


As at31.03.2019

Net assets of the associate (218.05) (159.08)

Proportion of the Group's ownership interest in CCN DEN Network Private Limited 51% 51%

Goodwill - -

Carrying amount of the Group's interest in CCN DEN Network Private Limited - -

3. Den Satellite Network Private Limited- Standalone(Rs. in million)


As at31.03.2019





(Rs. in million)



Revenue 1,537.40 1,117.86

Profit /(Loss) for the year 16.45 (40.91)

Other comprehensive income for the year (1.99) 0.57

Total comprehensive income for the year 14.46 (40.34)

Reconciliation of the above summarised financial information to the carrying amount of interest in Den Satellite Network Private Limited recognised in the Consolidated Financial Statements:

(Rs. in million)


As at31.03.2019


Proportion of the Group's ownership interest in Den Satellite Network Private Limited 50% 50%

Goodwill 301.88 301.88

Carrying amount of the Group's interest in the standalone financial statements of Den Satellite Network Private Limited (See 3a, 3b and 3c below for subsidiaries of Den Satellite Network Private Limited) (a)

645.73 638.49

Following are the subsidiaries of Den Satellite Network Private Limited which have been accounted for using the equity method in these Consolidated Financial Statements:

3a. DEN New Broad Communication Private Limited(Rs. in million)


As at31.03.2019







(Rs. in million)



Revenue 307.77 274.35

Profit /(Loss) for the year 34.62 (73.25)

Other comprehensive income for the year (0.37) (0.01)

Total comprehensive income/(Loss) for the year 34.25 (73.26)

Reconciliation of the above summarised financial information to the carrying amount of interest in DEN New Broad Communication Private Limited recognised in the Consolidated Financial Statements:

(Rs. in million)


As at31.03.2019

Net assets of the associate 14.40 (19.85)

Proportion of the Group's effective ownership interest in DEN New Broad Communication Private Limited

25.50% 25.50%

Carrying amount of the Group's effective interest in DEN New Broad Communication Private Limited included within investment in DEN Satellite Network Private Limited (b)

3.67 (5.06)

3b. DEN ABC Cable Networks Ambarnath Private Limited(Rs. in million)


As at31.03.2019





(Rs. in million)



Revenue 106.55 100.52


Other comprehensive income for the year (0.07) 0.15

Total comprehensive income/(Loss) for the year (2.19) (16.17)

Reconciliation of the above summarised financial information to the carrying amount of interest in DEN ABC Cable Networks Ambarnath Private Limited recognised in the Consolidated Financial Statements:

(Rs. in million)


As at31.03.2019


Proportion of the Group's effective ownership interest in DEN ABC Cable Networks Ambarnath Private Limited

25.50% 25.50%

Carrying amount of the Group's effective interest in DEN ABC Cable Networks Ambarnath Pri-vate Limited included within investment in Den Satellite Network Private Limited (c)

5.11 5.67



3c. Konark IP Dossiers Private Limited(Rs. in million)


As at31.03.2019





(Rs. in million)



Revenue 183.39 162.50

Profit /(Loss) for the year 13.21 5.16

Other comprehensive income for the year - -

Total comprehensive income/(Loss) for the year 13.21 5.16

Reconciliation of the above summarised financial information to the carrying amount of interest in Konark IP Dossiers Private Limited recognised in the Consolidated Financial Statements:

(Rs. in million)


As at31.03.2019


Proportion of the Group's ownership interest in Konark IP Dossiers Private Limited 25.00% 25.00%

Carrying amount of the Group's effective interest in Konark IP Dossiers Private Limited includ-ed within investment in Den Satellite Network Private Limited (d)

8.89 5.74

Carrying amount of the Group's effective interest in Den Satellite Network Private Limited (consolidated) (a+b+c+d)

663.39 644.84

47. Non-controlling interests(Rs. in million)



Balance at beginning of the year 780.56 1,039.41

Share of profit for the year (112.41) (231.43)

Non-controlling interests arising on the acquisition of subsidiaries and additional stake in subsidiaries / adjustment due to sale of subsidiary

104.01 60.61

Dividend to Non-controlling interests (62.91) (71.47)

Merger of Step down subsidiaries - (16.57)

Balance at end of the year 709.25 780.56

Details of non-wholly owned subsidiaries that have material non-controlling interests



The table below shows details of non-wholly owned subsidiaries of the Group that have material non-controlling interests:

S. No.

Name of subsidiary Place of incor-poration and

principal place of business

Proportion of ownership interests and voting rights held by non-

controlling interests

As at 31.03.2020 As at 31.03.2019

1. Den Enjoy Cable Networks Private Limited India 49% 49%

2. Den Ambey Cable Networks Private Limited India 39% 39%

3. Den F K Cable Tv Network Private Limited India 49% 49%

4. Eminent Cable Network Private Limited India 44% 44%

5. Individually immaterial subsidiaries with non-controlling interests

(Rs. in million)

S. No. Name of subsidiary Accumulated non-controllinginterests

As at 31.03.2020 As at 31.03.2019

1. Den Enjoy Cable Networks Private Limited 297.39 302.31

2. Den Ambey Cable Networks Private Limited 218.23 226.96

3. Den F K Cable Tv Network Private Limited 47.55 59.79

4. Eminent Cable Network Private Limited 102.86 90.32

5. Individually immaterial subsidiaries with non-controlling interests 43.22 101.18

Total 709.25 780.56

(Rs. in million)

S. No. Name of subsidiary Profit /(Loss) allocated to non-controlling interests



1. Den Enjoy Cable Networks Private Limited (4.90) 13.26

2. Den Ambey Cable Networks Private Limited (8.86) (15.91)

3. Den F K Cable Tv Network Private Limited (4.12) 6.04

4. Eminent Cable Network Private Limited 12.52 0.56

5. Individually immaterial subsidiaries with non-controlling interests (107.06) (144.90)

Total (112.41) (140.95)

Summarised financial information in respect of each of the Group’s subsidiaries that have material non-controlling interests is set out below. The summarised financial information below represents amounts before intragroup eliminations.

1. Den Enjoy Cable Networks Private Limited(Rs. in million)


As at 31.03.2019





Equity attributable to owners of the Company 309.53 314.63

Non-controlling interests 297.39 302.31



(Rs. in million)



Revenue 646.48 640.86

Expenses (656.01) (613.94)

Profit / (Loss) for the year (9.53) 26.92 Profit / (Loss) attributable to owners of the Company (4.86) 13.73

Profit / (Loss) attributable to the non-controlling interests (4.67) 13.19

Profit / (Loss) for the year (9.53) 26.92 Other comprehensive income attributable to owners of the Company (0.24) 0.05

Other comprehensive income attributable to the non-controlling interests (0.23) 0.05

Other comprehensive income for the year (0.47) 0.10 Total comprehensive income attributable to owners of the Company (5.11) 13.78

Total comprehensive income attributable to the non-controlling interests (4.90) 13.24

Total comprehensive income for the year (10.01) 27.02 Dividends paid to non-controlling interests - 29.93

Net cash inflow / (outflow) from operating activities 248.11 81.02

Net cash inflow / (outflow) from investing activities (107.84) (42.04)

Net cash inflow / (outflow) from financing activities (0.06) (76.12)

Net cash inflow (outflow) 140.21 (37.14)

2. Den Ambey Cable Networks Private Limited(Rs. in million)


As at31.03.2019







(Rs. in million)



Revenue 1,027.00 781.21

Expenses (1,049.74) (820.82)

Profit/(Loss) for the year (22.74) (39.61)Profit/(Loss) attributable to owners of the Company (13.87) (24.16)

Profit/(Loss) attributable to the non-controlling interests (8.87) (15.45)

Profit/(Loss) for the year (22.74) (39.61)Other comprehensive income attributable to owners of the Company 0.02 (0.52)

Other comprehensive income attributable to the non-controlling interests 0.01 (0.33)

Other comprehensive income for the year 0.03 (0.85)Total comprehensive income attributable to owners of the Company (13.85) (24.68)

Total comprehensive income attributable to the non-controlling interests (8.86) (15.78)

Total comprehensive income for the year (22.71) (40.46)Dividends paid to non-controlling interests - 7.76







3. Den F K Cable Tv Network Private Limited(Rs. in million)


As at31.03.2019







(Rs. in million)



Revenue 128.22 126.11

Expenses (136.44) (114.12)

Profit / (Loss) for the year (8.22) 11.99 Profit / (Loss) attributable to owners of the Company (4.19) 6.11

Profit / (Loss) attributable to the non-controlling interests (4.03) 5.88

Profit / (Loss) for the year (8.22) 11.99 Other comprehensive income attributable to owners of the Company (0.09) 0.13

Other comprehensive income attributable to the non-controlling interests (0.09) 0.13

Other comprehensive income for the year (0.18) 0.26 Total comprehensive income attributable to owners of the Company (4.28) 6.24

Total comprehensive income attributable to the non-controlling interests (4.12) 6.01

Total comprehensive income for the year (8.40) 12.25 Dividends paid to non-controlling interests 6.70 10.22


Net cash inflow / (outflow) from investing activities (20.31) 16.18


Net cash inflow (outflow) 11.09 6.39

4. Eminent Cable Network Private Limited(Rs. in million)


As at31.03.2019











(Rs. in million)



Revenue 347.43 370.18

Expenses (318.99) (368.76)

Profit / (Loss) for the year 28.44 1.42 Profit / (Loss) attributable to owners of the Company 15.93 0.80

Profit / (Loss) attributable to the non-controlling interests 12.51 0.62

Profit / (Loss) for the year 28.44 1.42 Other comprehensive income attributable to owners of the Company 0.01 (0.06)

Other comprehensive income attributable to the non-controlling interests 0.01 (0.04)

Other comprehensive income for the year 0.02 (0.10)Total comprehensive income attributable to owners of the Company 15.94 0.74

Total comprehensive income attributable to the non-controlling interests 12.52 0.58

Total comprehensive income for the year 28.46 1.32 Dividends paid to non-controlling interests - -







48

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7% (

22.7

1)

12

Den

Ash

u Ca

ble

Lim

ited*

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(8.

27)

0.00

% (

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13

DEN

BCN

Sun

city

Net

wor

k Li

mite

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00%

-

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14

Den

Bin

dra

Net

wor

k Pr

ivat

e Li

mite

d 0.

00%

(1.

06)

-0.1

5% (

1.06

)-0

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0.0

4 -0

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(1.

02)

15

Den

Bud

aun

Cabl

e N

etw

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Priv

ate

Lim

ited

0.00

% 0

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0.07

% 0

.49

0.00

% -

0.

07%

0.4

9

16

Den

Citi

Cha

nnel

Priv

ate

Lim

ited

0.01

% 1

.80

1.39

% 9

.73

0.00

% -

1.

40%

9.7

3

17

Den

Cla

ssic

Cab

le T

V Se

rvic

es P

rivat

e Li

mite

d 0.

00%

0.4

4 1.

18%

8.2

7 0.

00%

-

1.19

% 8

.27

18

DEN

Cry

stal

Vis

ion

Net

wor

k Li

mite

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1% (

1.66

)0.

08%

0.5

3 0.

00%

-

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% 0

.53

19

Den

Dig

ital C

able

Net

wor

k Pr

ivat

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mite

d 0.

05%

13.

88

-0.7

1% (

4.99

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42%

(0.

31)

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5.30

)

20

Den

Elg

ee C

able

Vis

ion

Priv

ate

Lim

ited

0.00

% (

0.48

)-0

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(5.

70)

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(5.

70)



Nam

e of

the

enti

ty in

the

Gro

upN

et a

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s, i.

e., t

otal

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ets

min

us to

tal l

iabi

lity

Sha

re in

Pro

fit /

(Los

s) S

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in o

ther

com

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ve in

com

e S

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in to

tal

com

preh

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com

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As

% o

f co

nsol

i-da

ted

net

asse

ts

Am

ount

A

s %

of

cons

olid

ated

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rofit

)/ L

oss

Am

ount

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ofit/

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As

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f co

nsol

idat

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othe

r com

-pr

ehen

sive

in

com

e

Am

ount

In

com

e/(L

oss)

As

% o

f con

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lidat

ed

tota

l com

-pr

ehen

sive

In

com

e)/

Loss

Am

ount

Inco

me/

(Los

s)

(in

%)

(Rs.

in m

illio

n)

(in

%)

(Rs.

in m

illio

n)

(in

%)

(Rs.

in m

illio

n)

(in

%)

(Rs.

in m

illio

n)

21

Den

Enj

oy C

able

Net

wor

ks P

rivat

e Li

mite

d 2.

27%

606

.92

-1.3

6% (

9.54

)8.

21%

(0.

47)

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4% (

10.0

1)

22

Den

F K

Cab

le T

V N

etw

ork

Priv

ate

Lim

ited

0.36

% 9

7.05

-1

.17%

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22)

3.14

% (

0.18

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(8.

40)

23

Den

Fat

eh M

arke

ting

Priv

ate

Lim

ited

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38.4

1)-0

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(0.

63)

0.00

% -

-0

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(0.

63)

24

Fut

uris

tic M

edia

and

Ent

erta

inm

ent P

ri-va

te L

imite

d2.

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606

.34

11.6

0% 8

1.14

0.

00%

-

11.6

9% 8

1.14

25

Den

Har

sh M

ann

Cabl

e N

etw

ork

Lim

ited*

-0

.06%

(16

.79)

-0.6

5% (

4.57

)-0

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0.0

1 -0

.66%

(4.

56)

26

Den

Jai A

mbe

y Vi

sion

Cab

le P

rivat

e Li

m-

ited

-0.0

1% (

2.92

)0.

26%

1.8

3 0.

00%

-

0.26

% 1

.83

27

Den

Kat

taka

da Te

leca

stin

g an

d Ca

ble

Serv

ices

Lim

ited*

-0

.01%

(2.

11)

3.19

% 2

2.29

0.

00%

-

3.21

% 2

2.29

28

Den

Kris

hna

Cabl

e TV

Net

wor

k Li

mite

d*

0.13

% 3

5.24

0.

44%

3.1

0 -1

3.63

% 0

.78

0.56

% 3

.88

29

Den

Maa

Sha

rda

Visi

on C

able

Net

wor

ks

Lim

ited*

0.

03%

8.6

9 -0

.41%

(2.

86)

-20.

09%

1.1

5 -0

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(1.

71)

30

Den

Mah

endr

a Sa

telli

te P

rivat

e Li

mite

d 0.

00%

0.4

0 0.

02%

0.1

7 -0

.35%

0.0

2 0.

03%

0.1

9

31

Den

Mal

abar

Cab

le V

isio

n Pr

ivat

e Li

mite

d 0.

00%

(0.

65)

0.72

% 5

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0.00

% -

0.

72%

5.0

3

32

Den

Mal

ayal

am Te

lene

t Priv

ate

Lim

ited

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6% (

16.9

8)-1

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(7.

02)

0.00

% -

-1

.01%

(7.

02)

33

Den

MCN

Cab

le N

etw

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Lim

ited*

-0

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(21

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2.39

% 1

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0.

00%

-

2.41

% 1

6.73

34

Den

Mod

Max

Cab

le N

etw

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Priv

ate

Lim

ited

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2% (

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)-0

.41%

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87)

-0.7

0% 0

.04

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1% (

2.83

)

35

Den

Nas

hik

City

Cab

le N

etw

ork

Priv

ate

Lim

ited

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12.6

5)-0

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(0.

17)

0.00

% -

-0

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(0.

17)

36

Den

Paw

an C

able

Net

wor

k Li

mite

d*

-0.0

3% (

6.82

)-1

.47%

(10

.31)

0.00

% -

-1

.49%

(10

.31)

37

Den

Pra

deep

Cab

le N

etw

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Priv

ate

Lim

ited

-0.0

1% (

3.40

)0.

75%

5.2

4 0.

00%

-

0.76

% 5

.24

38

DEN

Pra

yag

Cabl

e N

etw

orks

Lim

ited*

0.

03%

9.1

7 1.

86%

13.

00

0.00

% -

1.

87%

13.

00

39

Den

Prin

ce N

etw

ork

Lim

ited*

-0

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93)

0.91

% 6

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% -

0.

92%

6.3

8

40

Den

Rad

iant

Sat

elite

Cab

le N

etw

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vate

Lim

ited

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% 2

.77

-0.0

2% (

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)0.

00%

-

-0.0

2% (

0.16

)

41

Den

Sah

yog

Cabl

e N

etw

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Lim

ited*

0.

00%

(0.

47)

1.27

% 8

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0.00

% -

1.

28%

8.8

8

42

Den

Sar

iga

Com

mun

icat

ions

Priv

ate

Lim

ited

0.00

% (

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)0.

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0.46

% 3

.21



Nam

e of

the

enti

ty in

the

Gro

upN

et a

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s, i.

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otal

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ets

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us to

tal l

iabi

lity

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re in

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fit /

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tal

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As

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f co

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asse

ts

Am

ount

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ated

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rofit

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oss

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ount

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ofit/

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f co

nsol

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r com

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sive

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Am

ount

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com

e/(L

oss)

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f con

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lidat

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l com

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com

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Loss

Am

ount

Inco

me/

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s)

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%)

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in m

illio

n)

(in

%)

(Rs.

in m

illio

n)

(in

%)

(Rs.

in m

illio

n)

(in

%)

(Rs.

in m

illio

n)

43

Den

Sat

ellit

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ble

TV N

etw

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Priv

ate

Lim

ited

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9% (

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20)

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% -

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20)

44

Den

Ste

el C

ity C

able

Net

wor

k Pr

ivat

e Li

mite

d -0

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(2.

01)

0.92

% 6

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0.00

% -

0.

93%

6.4

4

45

Den

Sup

rem

e Sa

telli

te V

isio

n Pr

ivat

e Li

mite

d 0.

03%

9.2

9 -1

.17%

(8.

20)

0.87

% (

0.05

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.19%

(8.

25)

46

Den

Var

un C

able

Net

wor

k Li

mite

d*

0.00

% 0

.98

0.01

% 0

.05

0.00

% -

0.

01%

0.0

5

47

Den

-Man

oran

jan

Sate

llite

Priv

ate

Lim

ited

0.20

% 5

2.97

-7

.03%

(49

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5.42

% (

0.31

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(49

.49)

48

Dis

k Ca

ble

Net

wor

k Pr

ivat

e Li

mite

d 0.

03%

7.9

3 -0

.01%

(0.

06)

0.00

% -

-0

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(0.

06)

49

Dra

shti

Cabl

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Priv

ate

Lim

ited

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67)

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67)

50

Fab

Den

Net

wor

k Li

mite

d*

0.03

% 6

.98

-0.2

7% (

1.90

)7.

16%

(0.

41)

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3% (

2.31

)

51

For

tune

(Bar

oda)

Net

wor

k Pr

ivat

e Li

mite

d -0

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(8.

97)

-0.1

3% (

0.91

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00%

-

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0.91

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52

Gal

axy

Den

Med

ia &

Ent

erta

inm

ent P

rivat

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mite

d -0

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(9.

44)

-0.1

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0.70

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0% (

0.70

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53

Gem

ini C

able

Net

wor

k Pr

ivat

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mite

d -0

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(76

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9.62

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5.90

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6% (

8.71

)

54

DEN

Pat

el E

nter

tain

men

t Net

wor

k Pr

ivat

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mite

d 0.

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0.4

4 0.

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4.7

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55

Mah

adev

Den

Cab

le N

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Priv

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ited

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56

Mah

avir

Den

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erta

inm

ent P

rivat

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mite

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70.

66

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11.

79

57

Mee

rut C

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Net

wor

k Pr

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mite

d -0

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78)

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35.0

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0.0

3 -5

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(35

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58

Mul

ti Ch

anne

l Cab

le N

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Priv

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Lim

ited

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86%

19.

99

0.00

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2.

88%

19.

99

59

Mul

ti St

ar C

able

Net

wor

k Li

mite

d*

0.00

% 0

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0.73

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% -

0.

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5.0

9

60

Rad

iant

Sat

ellit

e (In

dia)

Priv

ate

Lim

ited

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3% (

35.4

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98%

6.8

7 0.

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0.99

% 6

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61

Den

Raj

kot C

ity C

omm

unic

atio

n Pr

ivat

e Li

mite

d -0

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(43

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56.6

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6% (

56.6

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62

San

mat

i DEN

Cab

le T

V N

etw

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Priv

ate

Lim

ited

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23)

63

San

mat

i Ent

erta

inm

ent P

rivat

e Li

mite

d -0

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(1.

99)

0.47

% 3

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0.00

% -

0.

48%

3.3

0



Nam

e of

the

enti

ty in

the

Gro

upN

et a

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s, i.

e., t

otal

ass

ets

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tal l

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lity

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re in

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fit /

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tal

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As

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f co

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ts

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ount

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s %

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oss

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Am

ount

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in m

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(in

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in m

illio

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(in

%)

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in m

illio

n)

64

Shr

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iddh

ivin

ayak

Cab

le N

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Pri-

vate

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ited

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65

Silv

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k Li

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0.01

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9% (

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)

66

Sre

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ivat

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mite

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(17

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0.70

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67

Uni

ted

Cabl

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ital)

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68

Vic

tor C

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Tv

Net

wor

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0.

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69

DEN

VM

Mag

ic E

nter

tain

men

t Lim

ited*

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2.3

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3.2

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70

Den

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4.1

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9

71

Den

Fac

tion

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Syst

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Priv

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72

Fun

Cab

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73

Den

Enj

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Net

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43%

114

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74

Kis

hna

DEN

Cab

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Priv

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ited

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75

Div

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76

Bha

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DEN

Ent

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inm

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mite

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77

DEN

Enj

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BNM

Cab

le N

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Priv

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ited

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78

Em

inen

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28.

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8.46

79

Trid

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4.50

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99%

6.9

6 0.

00%

-

1.00

% 6

.96

80

Ros

e En

tert

ainm

ent P

rivat

e Li

mite

d 0.

03%

7.3

0 -0

.40%

(2.

79)

2.10

% (

0.12

)-0

.42%

(2.

91)

81

Blo

ssom

Ent

erta

inm

ent P

rivat

e Li

mite

d -0

.01%

(1.

88)

0.13

% 0

.89

0.00

% -

0.

13%

0.8

9

82

Ekt

a En

tert

ainm

ent N

etw

ork

Priv

ate

Lim

ited

0.07

% 1

8.33

-0

.18%

(1.

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2% 0

.07

-0.1

7% (

1.18

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83

Dev

ine

Cabl

e N

etw

ork

Priv

ate

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ited

0.00

% (

0.61

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0.0

7 0.

00%

-

0.01

% 0

.07

84

Nec

tar E

nter

tain

men

t Priv

ate

Lim

ited

-0.0

1% (

2.05

)0.

73%

5.1

3 0.

00%

-

0.74

% 5

.13



Nam

e of

the

enti

ty in

the

Gro

upN

et a

sset

s, i.

e., t

otal

ass

ets

min

us to

tal l

iabi

lity

Sha

re in

Pro

fit /

(Los

s) S

hare

in o

ther

com

preh

ensi

ve in

com

e S

hare

in to

tal

com

preh

ensi

ve in

com

e

As

% o

f co

nsol

i-da

ted

net

asse

ts

Am

ount

A

s %

of

cons

olid

ated

(P

rofit

)/ L

oss

Am

ount

Pr

ofit/

(Los

s)

As

% o

f co

nsol

idat

ed

othe

r com

-pr

ehen

sive

in

com

e

Am

ount

In

com

e/(L

oss)

As

% o

f con

-so

lidat

ed

tota

l com

-pr

ehen

sive

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com

e)/

Loss

Am

ount

Inco

me/

(Los

s)

(in

%)

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in m

illio

n)

(in

%)

(Rs.

in m

illio

n)

(in

%)

(Rs.

in m

illio

n)

(in

%)

(Rs.

in m

illio

n)

85

DEN

STN

Tele

visi

on N

etw

ork

Priv

ate

Lim

ited

0.01

% 3

.39

1.15

% 8

.08

0.00

% -

1.

16%

8.0

8

86

Mul

titra

ck C

able

Net

wor

k Pr

ivat

e Li

mite

d 0.

00%

0.6

1 0.

25%

1.7

7 0.

00%

-

0.26

% 1

.77

87

Glim

pse

Com

mun

icat

ions

Priv

ate

Lim

ited

-0.0

1% (

2.00

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(0.

09)

0.00

% -

-0

.01%

(0.

09)

88

Indr

adha

nush

Cab

le N

etw

ork

Priv

ate

Lim

ited

-0.0

3% (

6.73

)1.

42%

9.9

5 0.

00%

-

1.43

% 9

.95

89

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nik

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e N

etw

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Lim

ited*

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99)

0.40

% 2

.78

0.00

% -

0.

40%

2.7

8

90

Libr

a Ca

ble

Net

wor

k Li

mite

d*

0.14

% 3

6.85

-2

.18%

(15

.24)

-1.2

2% 0

.07

-2.1

9% (

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7)

91

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hti D

EN N

etw

orks

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ited*

-0

.06%

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.07)

-0.7

6% (

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92

Mai

tri C

able

Net

wor

k Pr

ivat

e Li

mite

d 0.

00%

0.5

1 0.

45%

3.1

3 0.

00%

-

0.45

% 3

.13

93

Mou

ntai

n Ca

ble

Net

wor

k Li

mite

d*

0.00

% 0

.59

0.49

% 3

.42

0.00

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0.

49%

3.4

2

94

Man

sion

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le N

etw

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Priv

ate

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ited

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0 2.

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16.

63

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.05

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95

Den

Dis

cove

ry D

igita

l Net

wor

ks P

rivat

e Li

mite

d 0.

02%

4.1

7 -2

.14%

(15

.00)

0.00

% -

-2

.16%

(15

.00)

96

Jhan

kar C

able

Net

wor

k Pr

ivat

e Li

mite

d -0

.02%

(5.

73)

0.81

% 5

.69

0.00

% -

0.

82%

5.6

9

97

Den

Pre

miu

m M

ultil

ink

Cabl

e N

etw

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ate

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ited

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2% (

6.38

)-5

.41%

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.88)

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% -

-5

.46%

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.88)

98

Ang

el C

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Net

wor

k Pr

ivat

e Li

mite

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01%

1.9

9 -0

.01%

(0.

06)

0.00

% -

-0

.01%

(0.

06)

99

Des

ire C

able

Net

wor

k Li

mite

d*

0.00

% (

0.02

)0.

60%

4.1

8 0.

00%

-

0.60

% 4

.18

100

M

arbl

e Ca

ble

Net

wor

k Pr

ivat

e Li

mite

d -0

.01%

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43)

0.10

% 0

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0.00

% -

0.

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0.6

8

101

Au

gmen

t Cab

le N

etw

ork

Priv

ate

Lim

ited

0.00

% (

0.39

)-0

.01%

(0.

07)

0.00

% -

-0

.01%

(0.

07)

102

A

BC C

able

Net

wor

k Pr

ivat

e Li

mite

d -0

.01%

(1.

65)

-0.0

2% (

0.11

)0.

00%

-

-0.0

2% (

0.11

)

103

D

EN B

ROA

DBA

ND

PRI

VATE

LIM

ITED

1.

34%

357

.61

-29.

04%

(20

3.13

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.17%

0.0

1 -2

9.27

% (

203.

12)

104

VB

S D

igita

l Dis

trib

utio

n N

etw

ork

Priv

ate

Lim

ited

0.06

% 1

6.98

1.

13%

7.9

3 0.

00%

-

1.14

% 7

.93

105

D

en M

TN S

tar V

isio

n N

etw

orks

Priv

ate

Lim

ited

(Cea

sed

to s

ubsi

diar

y w

.e.f.

15-

01-2

020)

0.00

% -

-0

.20%

(1.

37)

0.00

% -

-0

.20%

(1.

37)

Subt

otal

111.

28%

29,

750.

00

100.

46%

702

.84

65.5

2% (

3.75

)10

0.75

% 6

99.0

9



Nam

e of

the

enti

ty in

the

Gro

upN

et a

sset

s, i.

e., t

otal

ass

ets

min

us to

tal l

iabi

lity

Sha

re in

Pro

fit /

(Los

s) S

hare

in o

ther

com

preh

ensi

ve in

com

e S

hare

in to

tal

com

preh

ensi

ve in

com

e

As

% o

f co

nsol

i-da

ted

net

asse

ts

Am

ount

A

s %

of

cons

olid

ated

(P

rofit

)/ L

oss

Am

ount

Pr

ofit/

(Los

s)

As

% o

f co

nsol

idat

ed

othe

r com

-pr

ehen

sive

in

com

e

Am

ount

In

com

e/(L

oss)

As

% o

f con

-so

lidat

ed

tota

l com

-pr

ehen

sive

In

com

e)/

Loss

Am

ount

Inco

me/

(Los

s)

(in

%)

(Rs.

in m

illio

n)

(in

%)

(Rs.

in m

illio

n)

(in

%)

(Rs.

in m

illio

n)

(in

%)

(Rs.

in m

illio

n)

Ass

ocia

tes

(Inve

stm

ents

as

per e

quit

y m

etho

d)

1

Den

Sat

ellit

e N

etw

ork

Priv

ate

Lim

ited*

**

2.81

% 1

9.65

19

.19%

(1.

10)

2.67

% 1

8.55

2

DEN

AD

N N

etw

ork

Priv

ate

Lim

ited

-1.2

0% (

8.39

)0.

73%

(0.

04)

-1.2

2% (

8.43

)

3

CCN

DEN

Net

wor

k Pr

ivat

e Li

mite

d 0.

00%

-

0.00

% -

0.

00%

-

Les

s:

Adj

ustm

ent a

risin

g ou

t of c

onso

lidat

ion

13.9

3% 3

,724

.37

18.2

6% 1

27.7

2 -0

.41%

0.0

2 18

.41%

127

.74

Non

-con

trol

ling

inte

rest

s in

sub

sidi

arie

s -2

.65%

(70

9.25

)-1

6.18

% (

113.

22)

-14.

15%

0.8

1 -1

6.20

% (

112.

41)

Tota

l 10

0.00

% 2

6,73

4.88

10

0.00

% 6

99.6

0 10

0.00

% (

5.72

)10

0.00

% 6

93.8

8

*Pur

suan

t to

the

shar

ehol

ders

‘ res

olut

ion

Dat

ed M

arch

21,

202

0 by

the

resp

ectiv

e su

bsid

iarie

s, th

e st

atus

of t

hese

subs

idia

ry C

ompa

nies

wer

e ch

ange

d fr

om a

Priv

ate

Com

pany

to

a P

ublic

Com

pany

, a fr

esh

cert

ifica

te o

f inc

orpo

ratio

n w

as is

sued

by

the

Regi

stra

r of C

ompa

nies

with

effe

ct fr

om 7

th A

pril

2020

.

**Pu

rsua

nt to

the

shar

ehol

ders

‘ res

olut

ion

Dat

ed M

arch

21,

202

0 by

the

resp

ectiv

e su

bsid

iarie

s, th

e st

atus

of t

hese

subs

idia

ry C

ompa

nies

wer

e ch

ange

d fr

om a

Priv

ate

Com

pany

to

a P

ublic

Com

pany

, a fr

esh

cert

ifica

te o

f inc

orpo

ratio

n w

as is

sued

by

the

Regi

stra

r of C

ompa

nies

with

effe

ct fr

om 1

7th

Apr

il 20

20.

***

Am

ount

in D

en S

atel

lite

Net

wor

ks P

rivat

e Li

mite

d in

clud

es a

mou

nt o

f its

follo

win

g st

ep d

own

subs

idia

ries

also

:

a)

DEN

New

Bro

ad C

omm

unic

atio

n Pr

ivat

e Li

mite

d

b)

DEN

ABC

Cab

le N

etw

orks

Am

barn

ath

Priv

ate

Lim

ited

c)

Kona

rk IP

Dos

sier

s Pr

ivat

e Li

mite

d



48

Dis

clos

ure

of th

e ad

diti

onal

info

rmat

ion

as re

quir

ed b

y th

e Sc

hedu

le II

I:b)

A

s at

and

for t

he y

ear e

nded

31

Mar

ch, 2

019:

Nam

e of

the

enti

ty in

the

Gro

up N

et a

sset

s, i.

e., t

otal

ass

ets

min

us to

tal l

iabi

lity

Sha

re in

Pro

fit /

(Los

s) S

hare

in o

ther

com

preh

ensi

ve in

com

e S

hare

in to

tal

com

preh

ensi

ve in

com

e

As

% o

f co

nsol

i-da

ted

net

asse

ts

Am

ount

A

s %

of

cons

olid

ated

(P

rofit

)/ L

oss

Am

ount

Pr

ofit/

(Los

s)

As

% o

f co

nsol

idat

ed

othe

r com

-pr

ehen

sive

in

com

e

Am

ount

In

com

e/(L

oss)

As

% o

f co

nsol

idat

ed

tota

l com

-pr

ehen

sive

In

com

e)/

Loss

Am

ount

Inco

me/

(Los

s)

(in

%)

(Rs.

in m

illio

n)

(in

%)

(Rs.

in m

illio

n)

(in

%)

(Rs.

in m

illio

n)

(in

%)

(Rs.

in m

illio

n)

Pare

nt

DEN

NET

WO

RKS

LIM

ITED

10

0.36

% 2

6,33

4.74

78

.95%

(2,

190.

80)

63.7

6% 9

.15

79.0

3% (

2,18

1.65

)

Subs

idia

ries

1

Den

Kas

hi C

able

Net

wor

k Pr

ivat

e Li

mite

d -0

.11%

(29

.06)

0.51

% (

14.1

4)0.

00%

-

0.51

% (

14.1

4)

2

Am

bika

DEN

Cab

le N

etw

ork

Priv

ate

Lim

ited

0.00

% 0

.63

0.01

% (

0.17

)0.

00%

-

0.01

% (

0.17

)

3

Am

ogh

Broa

d Ba

nd S

ervi

ces

Priv

ate

Lim

ited

0.00

% (

0.32

)0.

00%

0.0

3 0.

00%

-

0.00

% 0

.03

4

Ant

ique

Com

mun

icat

ions

Priv

ate

Lim

ited

-0.0

1% (

3.13

)0.

06%

(1.

59)

0.00

% -

0.

06%

(1.

59)

5

Bal

i Den

Cab

le N

etw

ork

Priv

ate

Lim

ited

0.01

% 3

.85

0.04

% (

1.15

)2.

02%

0.2

9 0.

03%

(0.

86)

6

Big

Den

Ent

erta

inm

ent P

rivat

e Li

mite

d 0.

02%

5.3

0 0.

07%

(1.

83)

0.00

% -

0.

07%

(1.

83)

7

Cab

-i-N

et C

omm

unic

atio

ns P

rivat

e Li

mite

d -0

.01%

(1.

57)

-0.1

9% 5

.38

0.00

% -

-0

.19%

5.3

8

8

Cry

stal

Vis

ion

Med

ia P

rivat

e Li

mite

d 0.

13%

33.

85

0.89

% (

24.6

2)1.

05%

0.1

5 0.

89%

(24

.47)

9

Den

A.F.

Com

mun

icat

ion

Priv

ate

Lim

ited

-0.0

1% (

2.14

)0.

09%

(2.

57)

0.00

% -

0.

09%

(2.

57)

10

Den

Am

an E

nter

tain

men

t Priv

ate

Lim

ited

0.04

% 1

0.21

0.

05%

(1.

27)

0.00

% -

0.

05%

(1.

27)

11

Den

Am

bey

Cabl

e N

etw

orks

Priv

ate

Lim

ited

2.30

% 6

03.3

7 1.

43%

(39

.61)

-5.9

2% (

0.85

)1.

47%

(40

.46)

12

Den

Ash

u Ca

ble

Priv

ate

Lim

ited

-0.0

3% (

8.17

)0.

31%

(8.

66)

3.28

% 0

.47

0.30

% (

8.19

)

13

DEN

BCN

Sun

city

Net

wor

k Pr

ivat

e Li

mite

d 0.

02%

4.7

2 0.

04%

(1.

07)

0.98

% 0

.14

0.03

% (

0.93

)

14

Den

Bin

dra

Net

wor

k Pr

ivat

e Li

mite

d 0.

00%

0.0

1 0.

01%

(0.

16)

0.14

% 0

.02

0.00

% (

0.14

)

15

Den

Bud

aun

Cabl

e N

etw

ork

Priv

ate

Lim

ited

0.00

% 0

.34

0.02

% (

0.60

)0.

00%

-

0.02

% (

0.60

)

16

Den

Citi

Cha

nnel

Priv

ate

Lim

ited

-0.0

3% (

7.93

)-0

.01%

0.2

1 0.

00%

-

-0.0

1% 0

.21

17

Den

Cla

ssic

Cab

le T

V Se

rvic

es P

rivat

e Li

mite

d -0

.03%

(7.

83)

0.07

% (

2.07

)0.

14%

0.0

2 0.

07%

(2.

05)

18

DEN

Cry

stal

Vis

ion

Net

wor

k Pr

ivat

e Li

mite

d -0

.01%

(2.

20)

0.04

% (

1.08

)0.

00%

-

0.04

% (

1.08

)

19

Den

Dig

ital C

able

Net

wor

k Pr

ivat

e Li

mite

d 0.

07%

19.

17

0.36

% (

9.99

)13

.87%

1.9

9 0.

29%

(8.

00)

20

Den

Elg

ee C

able

Vis

ion

Priv

ate

Lim

ited

0.02

% 5

.21

-0.0

5% 1

.32

0.00

% -

-0

.05%

1.3

2



Nam

e of

the

enti

ty in

the

Gro

up N

et a

sset

s, i.

e., t

otal

ass

ets

min

us to

tal l

iabi

lity

Sha

re in

Pro

fit /

(Los

s) S

hare

in o

ther

com

preh

ensi

ve in

com

e S

hare

in to

tal

com

preh

ensi

ve in

com

e

As

% o

f co

nsol

i-da

ted

net

asse

ts

Am

ount

A

s %

of

cons

olid

ated

(P

rofit

)/ L

oss

Am

ount

Pr

ofit/

(Los

s)

As

% o

f co

nsol

idat

ed

othe

r com

-pr

ehen

sive

in

com

e

Am

ount

In

com

e/(L

oss)

As

% o

f co

nsol

idat

ed

tota

l com

-pr

ehen

sive

In

com

e)/

Loss

Am

ount

Inco

me/

(Los

s)

(in

%)

(Rs.

in m

illio

n)

(in

%)

(Rs.

in m

illio

n)

(in

%)

(Rs.

in m

illio

n)

(in

%)

(Rs.

in m

illio

n)

21

Den

Enj

oy C

able

Net

wor

ks P

rivat

e Li

mite

d 2.

35%

616

.92

-0.9

7% 2

6.92

0.

70%

0.1

0 -0

.98%

27.

02

22

Den

F K

Cab

le T

V N

etw

ork

Priv

ate

Lim

ited

0.46

% 1

21.9

4 -0

.43%

11.

99

1.81

% 0

.26

-0.4

4% 1

2.25

23

Den

Fat

eh M

arke

ting

Priv

ate

Lim

ited

-0.1

4% (

37.7

9)0.

30%

(8.

37)

0.00

% -

0.

30%

(8.

37)

24

Den

Fut

uris

tic C

able

Net

wor

ks P

rivat

e Li

mite

d 2.

01%

526

.60

4.26

% (

118.

19)

2.44

% 0

.35

4.27

% (

117.

84)

25

Den

Har

sh M

ann

Cabl

e N

etw

ork

Priv

ate

Lim

ited

-0.0

5% (

12.2

3)0.

19%

(5.

34)

0.21

% 0

.03

0.19

% (

5.31

)

26

Den

Jai A

mbe

y Vi

sion

Cab

le P

rivat

e Li

m-

ited

-0.0

2% (

4.76

)0.

07%

(1.

93)

0.00

% -

0.

07%

(1.

93)

27

Den

Kat

taka

da Te

leca

stin

g an

d Ca

ble

Serv

ices

Priv

ate

Lim

ited

-0.0

9% (

24.4

0)0.

05%

(1.

43)

0.00

% -

0.

05%

(1.

43)

28

Den

Kris

hna

Cabl

e TV

Net

wor

k Pr

ivat

e Li

mite

d 0.

12%

31.

36

0.45

% (

12.3

5)0.

70%

0.1

0 0.

44%

(12

.25)

29

Den

Maa

Sha

rda

Visi

on C

able

Net

wor

ks

Priv

ate

Lim

ited

0.04

% 1

0.40

0.

37%

(10

.23)

0.35

% 0

.05

0.37

% (

10.1

8)

30

Den

Mah

endr

a Sa

telli

te P

rivat

e Li

mite

d 0.

00%

0.2

1 0.

00%

0.1

1 0.

21%

0.0

3 -0

.01%

0.1

4

31

Den

Mal

abar

Cab

le V

isio

n Pr

ivat

e Li

mite

d -0

.02%

(5.

68)

0.01

% (

0.14

)0.

00%

-

0.01

% (

0.14

)

32

Den

Mal

ayal

am Te

lene

t Priv

ate

Lim

ited

-0.0

4% (

9.96

)0.

06%

(1.

65)

0.00

% -

0.

06%

(1.

65)

33

Den

MCN

Cab

le N

etw

ork

Priv

ate

Lim

ited

-0.1

2% (

32.7

4)-0

.01%

0.2

9 0.

00%

-

-0.0

1% 0

.29

34

Den

Mod

Max

Cab

le N

etw

ork

Priv

ate

Lim

ited

-0.0

1% (

1.68

)0.

03%

(0.

77)

0.28

% 0

.04

0.03

% (

0.73

)

35

Den

Nas

hik

City

Cab

le N

etw

ork

Priv

ate

Lim

ited

-0.0

5% (

12.4

8)0.

35%

(9.

63)

0.00

% -

0.

35%

(9.

63)

36

Den

Paw

an C

able

Net

wor

k Pr

ivat

e Li

mite

d 0.

01%

3.4

9 0.

30%

(8.

20)

1.67

% 0

.24

0.29

% (

7.96

)

37

Den

Pra

deep

Cab

le N

etw

ork

Priv

ate

Lim

ited

-0.0

3% (

8.64

)0.

14%

(4.

02)

0.00

% -

0.

15%

(4.

02)

38

DEN

Pra

yag

Cabl

e N

etw

orks

Priv

ate

Lim

ited

-0.0

1% (

3.83

)0.

12%

(3.

35)

0.00

% -

0.

12%

(3.

35)

39

Den

Prin

ce N

etw

ork

Priv

ate

Lim

ited

-0.0

4% (

9.31

)0.

07%

(1.

94)

0.00

% -

0.

07%

(1.

94)

40

Den

Rad

iant

Sat

ellit

e Ca

ble

Net

wor

k Pr

ivat

e Li

mite

d 0.

01%

2.9

6 0.

00%

(0.

04)

0.00

% -

0.

00%

(0.

04)



Nam

e of

the

enti

ty in

the

Gro

up N

et a

sset

s, i.

e., t

otal

ass

ets

min

us to

tal l

iabi

lity

Sha

re in

Pro

fit /

(Los

s) S

hare

in o

ther

com

preh

ensi

ve in

com

e S

hare

in to

tal

com

preh

ensi

ve in

com

e

As

% o

f co

nsol

i-da

ted

net

asse

ts

Am

ount

A

s %

of

cons

olid

ated

(P

rofit

)/ L

oss

Am

ount

Pr

ofit/

(Los

s)

As

% o

f co

nsol

idat

ed

othe

r com

-pr

ehen

sive

in

com

e

Am

ount

In

com

e/(L

oss)

As

% o

f co

nsol

idat

ed

tota

l com

-pr

ehen

sive

In

com

e)/

Loss

Am

ount

Inco

me/

(Los

s)

(in

%)

(Rs.

in m

illio

n)

(in

%)

(Rs.

in m

illio

n)

(in

%)

(Rs.

in m

illio

n)

(in

%)

(Rs.

in m

illio

n)

41

Den

Sah

yog

Cabl

e N

etw

ork

Priv

ate

Lim

-ite

d -0

.03%

(9.

02)

-0.0

1% 0

.21

0.00

% -

-0

.01%

0.2

1

42

Den

Sar

iga

Com

mun

icat

ions

Priv

ate

Lim

ited

-0.0

1% (

3.51

)-0

.03%

0.7

7 0.

00%

-

-0.0

3% 0

.77

43

Den

Sat

ellit

e Ca

ble

TV N

etw

ork

Priv

ate

Lim

ited

-0.0

9% (

23.4

1)0.

17%

(4.

75)

0.00

% -

0.

17%

(4.

75)

44

Den

Ste

el C

ity C

able

Net

wor

k Pr

ivat

e Li

mite

d -0

.03%

(8.

46)

0.10

% (

2.86

)0.

00%

-

0.10

% (

2.86

)

45

Den

Sup

rem

e Sa

telli

te V

isio

n Pr

ivat

e Li

mite

d 0.

07%

17.

54

-0.0

3% 0

.71

0.00

% -

-0

.03%

0.7

1

46

Den

Var

un C

able

Net

wor

k Pr

ivat

e Li

mite

d 0.

00%

0.9

3 0.

20%

(5.

45)

0.00

% -

0.

20%

(5.

45)

47

Den

-Man

oran

jan

Sate

llite

Priv

ate

Lim

ited

0.39

% 1

02.4

6 -0

.76%

21.

17

0.35

% 0

.05

-0.7

7% 2

1.22

48

Dis

k Ca

ble

Net

wor

k Pr

ivat

e Li

mite

d 0.

03%

7.9

9 0.

00%

(0.

03)

0.00

% -

0.

00%

(0.

03)

49

Dra

shti

Cabl

e N

etw

ork

Priv

ate

Lim

ited

-0.0

6% (

14.9

0)-0

.02%

0.5

3 0.

00%

-

-0.0

2% 0

.53

50

Fab

Den

Net

wor

k Pr

ivat

e Li

mite

d 0.

04%

9.2

9 0.

18%

(4.

90)

1.46

% 0

.21

0.17

% (

4.69

)

51

For

tune

(Bar

oda)

Net

wor

k Pr

ivat

e Li

mite

d -0

.03%

(7.

61)

0.02

% (

0.44

)0.

00%

-

0.02

% (

0.44

)

52

Gal

axy

Den

Med

ia &

Ent

erta

inm

ent P

rivat

e Li

mite

d -0

.03%

(8.

10)

0.20

% (

5.51

)0.

00%

-

0.20

% (

5.51

)

53

Gem

ini C

able

Net

wor

k Pr

ivat

e Li

mite

d -0

.28%

(73

.84)

1.72

% (

47.6

0)-0

.63%

(0.

09)

1.73

% (

47.6

9)

54

DEN

Pat

el E

nter

tain

men

t Net

wor

k Pr

ivat

e Li

mite

d -0

.02%

(3.

97)

0.01

% (

0.31

)0.

00%

-

0.01

% (

0.31

)

55

Mah

adev

Den

Cab

le N

etw

ork

Priv

ate

Lim

ited

-0.0

8% (

21.3

5)0.

09%

(2.

44)

0.00

% -

0.

09%

(2.

44)

56

Mah

avir

Den

Ent

erta

inm

ent P

rivat

e Li

mite

d 0.

22%

58.

87

0.23

% (

6.49

)-0

.35%

(0.

05)

0.24

% (

6.54

)

57

Mee

rut C

able

Net

wor

k Pr

ivat

e Li

mite

d 0.

09%

22.

49

0.21

% (

5.92

)0.

00%

-

0.21

% (

5.92

)

58

Mul

ti Ch

anne

l Cab

le N

etw

ork

Priv

ate

Lim

ited

-0.0

9% (

22.9

4)0.

13%

(3.

54)

0.00

% -

0.

13%

(3.

54)

59

Mul

ti St

ar C

able

Net

wor

k Pr

ivat

e Li

mite

d -0

.02%

(5.

06)

0.08

% (

2.32

)0.

00%

-

0.08

% (

2.32

)

60

Rad

iant

Sat

ellit

e (In

dia)

Priv

ate

Lim

ited

-0.1

6% (

42.3

0)0.

00%

-

0.00

% -

0.

00%

-



Nam

e of

the

enti

ty in

the

Gro

up N

et a

sset

s, i.

e., t

otal

ass

ets

min

us to

tal l

iabi

lity

Sha

re in

Pro

fit /

(Los

s) S

hare

in o

ther

com

preh

ensi

ve in

com

e S

hare

in to

tal

com

preh

ensi

ve in

com

e

As

% o

f co

nsol

i-da

ted

net

asse

ts

Am

ount

A

s %

of

cons

olid

ated

(P

rofit

)/ L

oss

Am

ount

Pr

ofit/

(Los

s)

As

% o

f co

nsol

idat

ed

othe

r com

-pr

ehen

sive

in

com

e

Am

ount

In

com

e/(L

oss)

As

% o

f co

nsol

idat

ed

tota

l com

-pr

ehen

sive

In

com

e)/

Loss

Am

ount

Inco

me/

(Los

s)

(in

%)

(Rs.

in m

illio

n)

(in

%)

(Rs.

in m

illio

n)

(in

%)

(Rs.

in m

illio

n)

(in

%)

(Rs.

in m

illio

n)

61

Den

Raj

kot C

ity C

omm

unic

atio

n Pr

ivat

e Li

mite

d 0.

11%

28.

93

0.92

% (

25.5

8)0.

00%

-

0.93

% (

25.5

8)

62

San

mat

i DEN

Cab

le T

V N

etw

ork

Priv

ate

Lim

ited

-0.0

4% (

9.74

)0.

08%

(2.

23)

0.00

% -

0.

08%

(2.

23)

63

San

mat

i Ent

erta

inm

ent P

rivat

e Li

mite

d -0

.02%

(5.

29)

0.10

% (

2.80

)0.

00%

-

0.10

% (

2.80

)

64

Shr

ee S

iddh

ivin

ayak

Cab

le N

etw

ork

Pri-

vate

Lim

ited

-0.0

6% (

15.4

1)-0

.12%

3.2

6 0.

00%

-

-0.1

2% 3

.26

65

Silv

erlin

e Te

levi

sion

Net

wor

k Pr

ivat

e Li

mite

d 0.

03%

8.8

6 0.

09%

(2.

61)

0.00

% -

0.

09%

(2.

61)

66

Sre

e G

okul

am S

tarn

et C

omm

unic

atio

n Pr

ivat

e Li

mite

d -0

.06%

(16

.36)

0.01

% (

0.32

)0.

00%

-

0.01

% (

0.32

)

67

Uni

ted

Cabl

e N

etw

ork

(Dig

ital)

Priv

ate

Lim

ited

-0.0

1% (

1.83

)0.

03%

(0.

92)

0.00

% -

0.

03%

(0.

92)

68

Vic

tor C

able

Tv

Net

wor

k Pr

ivat

e Li

mite

d -0

.08%

(20

.98)

0.19

% (

5.32

)0.

00%

-

0.19

% (

5.32

)

69

DEN

VM

Mag

ic E

nter

tain

men

t Priv

ate

Lim

ited

0.00

% (

0.94

)0.

15%

(4.

07)

0.00

% -

0.

15%

(4.

07)

70

Den

Say

a Ch

anne

l Net

wor

k Pr

ivat

e Li

mite

d 0.

03%

9.0

7 0.

37%

(10

.14)

0.21

% 0

.03

0.37

% (

10.1

1)

71

Den

Fac

tion

Com

mun

icat

ion

Syst

em

Priv

ate

Lim

ited

-0.1

4% (

36.5

5)0.

34%

(9.

51)

0.00

% -

0.

34%

(9.

51)

72

Fun

Cab

le N

etw

ork

Priv

ate

Lim

ited

-0.0

5% (

13.6

4)0.

13%

(3.

61)

0.00

% -

0.

13%

(3.

61)

73

Den

Enj

oy N

avar

atan

Net

wor

k Pr

ivat

e Li

mite

d 0.

41%

106

.32

-0.3

0% 8

.41

-0.0

7% (

0.01

)-0

.30%

8.4

0

74

Kis

hna

DEN

Cab

le N

etw

orks

Priv

ate

Lim

ited

-0.0

2% (

5.51

)0.

01%

(0.

27)

0.00

% -

0.

01%

(0.

27)

75

Div

ya D

risht

i Den

Cab

le N

etw

ork

Priv

ate

Lim

ited

0.00

% (

0.52

)0.

02%

(0.

52)

0.00

% -

0.

02%

(0.

52)

76

Bha

dohi

DEN

Ent

erta

inm

ent P

rivat

e Li

mite

d 0.

00%

0.3

5 0.

02%

(0.

44)

0.00

% -

0.

02%

(0.

44)

77

DEN

Enj

oy S

BNM

Cab

le N

etw

ork

Priv

ate

Lim

ited

0.00

% (

0.91

)0.

07%

(1.

82)

0.00

% -

0.

07%

(1.

82)

78

Em

inen

t Cab

le N

etw

ork

Priv

ate

Lim

ited

0.80

% 2

10.1

2 -0

.05%

1.4

1 -0

.70%

(0.

10)

-0.0

5% 1

.31



Nam

e of

the

enti

ty in

the

Gro

up N

et a

sset

s, i.

e., t

otal

ass

ets

min

us to

tal l

iabi

lity

Sha

re in

Pro

fit /

(Los

s) S

hare

in o

ther

com

preh

ensi

ve in

com

e S

hare

in to

tal

com

preh

ensi

ve in

com

e

As

% o

f co

nsol

i-da

ted

net

asse

ts

Am

ount

A

s %

of

cons

olid

ated

(P

rofit

)/ L

oss

Am

ount

Pr

ofit/

(Los

s)

As

% o

f co

nsol

idat

ed

othe

r com

-pr

ehen

sive

in

com

e

Am

ount

In

com

e/(L

oss)

As

% o

f co

nsol

idat

ed

tota

l com

-pr

ehen

sive

In

com

e)/

Loss

Am

ount

Inco

me/

(Los

s)

(in

%)

(Rs.

in m

illio

n)

(in

%)

(Rs.

in m

illio

n)

(in

%)

(Rs.

in m

illio

n)

(in

%)

(Rs.

in m

illio

n)

79

Trid

ent E

nter

tain

men

t Priv

ate

Lim

ited

-0.0

4% (

11.4

6)0.

28%

(7.

70)

0.00

% -

0.

28%

(7.

70)

80

Ros

e En

tert

ainm

ent P

rivat

e Li

mite

d 0.

04%

10.

21

0.03

% (

0.90

)-0

.35%

(0.

05)

0.03

% (

0.95

)

81

Blo

ssom

Ent

erta

inm

ent P

rivat

e Li

mite

d -0

.01%

(2.

69)

0.05

% (

1.44

)0.

00%

-

0.05

% (

1.44

)

82

Ekt

a En

tert

ainm

ent N

etw

ork

Priv

ate

Lim

ited

0.10

% 2

6.74

0.

43%

(12

.02)

1.46

% 0

.21

0.43

% (

11.8

1)

83

Dev

ine

Cabl

e N

etw

ork

Priv

ate

Lim

ited

0.00

% (

0.68

)0.

02%

(0.

42)

0.00

% -

0.

02%

(0.

42)

84

Nec

tar E

nter

tain

men

t Priv

ate

Lim

ited

-0.0

3% (

7.18

)0.

11%

(3.

12)

0.00

% -

0.

11%

(3.

12)

85

DEN

STN

Tele

visi

on N

etw

ork

Priv

ate

Lim

ited

-0.0

2% (

4.69

)0.

12%

(3.

38)

0.00

% -

0.

12%

(3.

38)

86

Mul

titra

ck C

able

Net

wor

k Pr

ivat

e Li

mite

d 0.

00%

(1.

16)

0.04

% (

1.23

)0.

00%

-

0.04

% (

1.23

)

87

Glim

pse

Com

mun

icat

ions

Priv

ate

Lim

ited

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49. The Board of Directors of the Parent Company (DEN Networks Limited) at their meeting held on 17th February 2020, approved Composite Scheme of Amalgamation and Arrangement between the Parent Company (DEN Networks Limited) , Network 18 Media & Investments Limited (Network18), Hathway Cable & Datacom Limited (HCDL), TV18 Broadcast Limited (TV18), (the Den Networks Limited , HCDL and TV18 collectively referred as Amalgamating Companies), Media18 Distribution Services Limited (Cable Co), Web18 Digital Services Limited (ISP Co.) and Digital18 Media Limited (Digital Co.) and their respective shareholders and creditors (“Scheme”). The appointed date for the Scheme is 1st February 2020, while the effectiveness of the Scheme is inter alia conditional upon and subject to requisite approvals.

50. During the provisional assessment towards the license fees for the years 2011-12 to 2015-16 by the department of telecom (DOT), DOT has considered the revenue from the Cable business and other income for the purpose of calculating AGR or license fees and demanded Rs. 6278.90 million.

The parent company has filed three petitions before the Hon’ble TDSAT challenging the demand of license fees as raised by the Department. In all three petitions the Hon’ble TDSAT was pleased to restrain the department from taking any coercive measure for realisation of the demands.

Further the Hon’ble TDSAT in association of Unified Telecom Service Providers of India & others vs. Union of India has clearly held that imposition of interest and penalty is wholly unjustified.

51. Previous year figures have been regrouped / rearranged whereever necessary to make them comparable.

52. The Consolidated Financial Statements were approved for issue by the Board of Directors on 21 April, 2020.


Vijay Napawaliya Sameer Manchanda Ajaya Chand S.N. Sharma Partner Chairman and Managing Director Director Chief Executive OfficerMembership No. 109859 DIN No: 00015459 DIN No. 02334456





NOTICENOTICE is hereby given that the Thirteenth Annual General Meeting of the members of DEN Networks Limited (“the Company”) will be held on Wednesday, September 23, 2020 at 4:00 p.m.(IST) through Video Conferencing (“VC”),to transact the following business:

ORDINARY BUSINESS:

1. To consider and adopt:(a) the audited financial statement of the Company for the financial year ended March 31, 2020 and the reports of the Board of Directors and Auditors thereon; and (b) the audited consolidated financial statement of the Company for the financial year ended March 31, 2020 and the report of Auditors thereon; and in this regard, to consider and if thought fit, to pass, with or without modification(s), the following resolutions as Ordinary Resolutions:

a) “RESOLVED THAT the audited financial statement of the Company for the financial year ended March 31, 2020 and the reports of the Board of Directors and Auditors thereon, as circulated to the members, be and are hereby considered and adopted.”

b) “RESOLVED THAT the audited consolidated financial statement of the Company for the financial year ended March 31, 2020 and the report of Auditors thereon, as circulated to the members, be and are hereby considered and adopted.”

2. To appoint Shri Anuj Jain (DIN: 08351295), who retires by rotation as a Director and in this regard, to consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT in accordance with the provisions of Section 152 and other applicable provisions of the Companies Act, 2013, Shri Anuj Jain (DIN: 08351295), who retires by rotation at this meeting, be and is hereby appointed as Director of the Company.”

SPECIAL BUSINESS:

3. To re-appoint Dr. (Ms.) Archana Niranjan Hingorani (DIN: 00028037) as an Independent Director and in this regard, to consider and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149, 152 read with Schedule IV and other applicable provisions of the Companies Act, 2013 (the Act) and the Companies (Appointment and Qualification of Directors) Rules, 2014 and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), Dr. (Ms.) Archana Niranjan Hingorani (DIN: 00028037), who was appointed as an Independent Director and who holds office as an Independent Director up to November 8, 2020 and in respect of whom the Company has received a notice in writing

under Section 160 of the Act from a member proposing her candidature for the office of Director, being eligible, be and is hereby re-appointed as an Independent Director, not liable to retire by rotation and to hold office for a second term of 3 (three) consecutive years, i.e., up to November 8, 2023;

RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

4. To ratify the remuneration of Cost Auditors for the financial year ending March 31, 2021 and, in this regard, to consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT in accordance with the provisions of Section 148 and other applicable provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the remuneration, as approved by the Board of Directors and set out in the Statement annexed to the Notice, to be paid to the Cost Auditors appointed by the Board of Directors, to conduct the audit of cost records of the Company for the financial year ending March 31, 2021, be and is hereby ratified.”

By Order of the Board of DirectorsFor DEN Networks Limited

Jatin MahajanCompany Secretary

New Delhi, August 27, 2020

Registered OfficeUnit No.116,First Floor, CWing Bldg. No.2 Kailas, Industrial Complex L.B.S Marg Park Site Vikhroli(W), Mumbai - 400079, MaharashtraTel. : +91-22-61289999Website : www.dennetworks.comEmail id : [email protected] : L92490MH2007PLC344765

NOTES:

1. Considering the present Covid-19 pandemic, the Ministry of Corporate Affairs (“MCA”) has vide its circular dated May 5, 2020 read together with circulars dated April 8, 2020 and April 13, 2020 (collectively referred to as “MCA Circulars”) permitted convening the Annual General Meeting (“AGM” / “Meeting”) through Video Conferencing (“VC”), without the physical presence of the members at a common venue. In accordance with the MCA Circulars, provisions of the Companies Act, 2013 (‘the Act’) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), the AGM of the Company is being held through VC. The deemed venue for the AGM shall be the Registered Office of the Company.

2. A statement pursuant to Section 102(1) of the Act, relating to the Special Business to be transacted at the AGM is annexed


hereto.

3. Generally, a member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote on a poll instead of himself and the proxy need not be a member of the Company. Since this AGM is being held through VC pursuant to the MCA Circulars, physical attendance of members has been dispensed with. Accordingly, the facility for appointment of proxies by the members will not be available for the AGM and hence the Proxy Form and Attendance Slip are not annexed hereto.

4. Since the AGM will be held through VC, the route map of the venue of the Meeting is not annexed hereto.

5. In terms of the provisions of Section 152 of the Act, Shri Anuj Jain, Director, retires by rotation at the Meeting. Nomination and Remuneration Committee and the Board of Directors of the Company commend his re-appointment.

Shri Anuj Jain is interested in the Ordinary Resolution set out at Item No. 2, of the Notice with regard to his re-appointment. The relatives of Shri Anuj Jain may be deemed to be interested in the resolution set out at Item No. 2 of the Notice, to the extent of their shareholding interest, if any, in the Company

Save and except the above, none of the Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in the Ordinary Business set out under Item Nos. 1 to 2 of the Notice.

6. Details of Directors retiring by rotation / seeking re-appointment at this Meeting are provided in the “Annexure” to the Notice.

DISPATCH OF ANNUAL REPORT THROUGH ELECTRONIC MODE:

7. In compliance with the MCA Circulars and SEBI Circular dated May 12, 2020, Notice of the AGM along with the Annual Report 2019-20 is being sent only through electronic mode to those members whose email addresses are registered with the Company/ Depositories. Members may note that the Notice and Annual Report for 2019-20 will also be available on the Company’s website www.dennetworks.com, websites of the Stock Exchanges, i.e., BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively, and on the website of Company’s Registrar and Transfer Agent, KFin Technologies Private Limited (“KFin”) at https://evoting.karvy.com/public/Downloads.aspx

8. For receiving all communication (including Annual Report) from the Company electronically:

a) Members holding shares in physical mode and who have not registered / updated their email address with the Company are requested to register / update the same by writing to the Company with details of folio number and attaching a self-attested copy of PAN card at [email protected] or to KFin at [email protected]

b) Members holding shares in dematerialised mode are requested to register / update their email addresses with

the relevant Depository Participants.

PROCEDURE FOR JOINING THE AGM THROUGH VC:

9. The Company will provide VC facility to its Members for participating at the AGM.

a) Members will be able to attend the AGM through VC by using their e-voting login credentials.

Members are requested to follow the procedure given below:

OPTION 1 (through JioMeet weblink)

(i) Launch internet browser (Edge 44+, Firefox 78+, Chrome 83+, Safari 13+) by typing the URL : https://jiomeet.jio.com/dennetworksagm/

(ii) Select “Shareholders” option on the screen

(iii) Enter the login credentials

User ID: For demat shareholders: 16 digit DPID+Client ID is your User ID (DP ID and Client ID to be typed continuously)

For e.g. : IN12345612345678 (NSDL)

1402345612345678 (CDSL)

(Client ID is the last 8 digits of your demat account number as per your account statement / contract note / delivery instruction slip / email sent by the Company); or

For holders of shares in physical form: E-Voting Event Number + your Folio No. is your User ID (to be typed continuously)

Password: Enter your password for e-voting sent by the Company through e-mail.

In case you do not remember your password, then click on “Forgot Password” and follow steps given below in this Notice, to generate password.

(iv) After logging in, you will be directed to the AGM.

OPTION 2 (through KFin weblink)

i. Launch internet browser (chrome/firefox/safari) by typing the URL: https://emeetings.kfintech.com

ii. Enter the login credentials (i.e., User ID and password for e-voting).

iii. After logging in, click on “Video Conference” option

iv. Then click on camera icon appearing against AGM event of DEN Networks Limited, to attend the Meeting.

b) Members who do not have User ID and Password for e-voting or have forgotten the User ID and Password may retrieve the same by following the procedure given in the E-voting instructions.

(c) Members who would like to express their views or ask questions during the AGM may register themselves by logging on to https://emeetings.kfintech.com and clicking on the ‘Speaker Registration’ option available on the screen after log in. The Speaker Registration will be open during Friday, September 18, 2020 to Monday,


September 21, 2020. Only those members who are registered will be allowed to express their views or ask questions. The Company reserves the right to restrict the number of questions and number of speakers, depending upon availability of time as appropriate for smooth conduct of the AGM.

d) Members will be allowed to attend the AGM through VC on first come, first served basis.

e) Facility to join the meeting shall be opened thirty minutes before the scheduled time of the AGM and shall be kept open throughout the proceedings of the AGM.

f ) Members who need assistance before or during the AGM, can contact KFin on [email protected] or call on toll free numbers 1800-345-4001. Kindly quote your name, DP ID-Client ID / Folio no. and E-voting Event Number in all your communications.

10. In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote at the AGM.

11. Members attending the AGM through VC shall be reckoned for the purpose of quorum under Section 103 of the Act.

12. Members of the Company under the category of Institutional Investors are encouraged to attend and vote at the AGM.

PROCEDURE FOR REMOTE E-VOTING AND E-VOTING AT THE AGM:

13. Pursuant to the provisions of Section 108 and other applicable provisions, if any, of the Act read with the Companies (Management and Administration) Rules, 2014, as amended, and Regulation 44 of SEBI Listing Regulations, the Company is providing to its members facility to exercise their right to vote on resolutions proposed to be passed at AGM by electronic means (“e-voting”). Members may cast their votes remotely, using an electronic voting system on the dates mentioned herein below (“remote e-voting’’).

Further, the facility for voting through electronic voting system will also be made available at the Meeting (“Insta Poll”) and members attending the Meeting who have not cast their vote(s) by remote e-voting will be able to vote at the Meeting through Insta Poll.

The Company has engaged the services of KFin as the agency to provide e-voting facility.

The manner of voting remotely by members holding shares in dematerialized mode, physical mode and for members who have not registered their email addresses is provided in the instructions given below.

The remote e-voting facility will be available during the following voting period:

Commencement of remote e-voting:

9.00 A.M. on Saturday, September 19, 2020

End of remote e-voting: 5.00 P.M. on Tuesday, September 22, 2020

The remote e-voting will not be allowed beyond the aforesaid date and time and the remote e-voting module shall be forthwith

disabled by KFin upon expiry of the aforesaid period.

Voting rights of a member / beneficial owner (in case of electronic shareholding) shall be in proportion to his/her share in the paid-up equity share capital of the Company as on the cut-off date, i.e., Wednesday, September 16, 2020.

The Board of Directors of the Company has appointed Shri Neelesh Kumar Jain, Company Secretary in Practice (FCS No.: 5593) of M/s. NKJ & Associates, as Scrutiniser to scrutinise the remote e-voting and Insta Poll process in a fair and transparent manner and he has communicated his willingness to be appointed and will be available for the said purpose.

Information and instructions relating to e-voting are as under:

i. The members who have cast their vote(s) by remote e-voting may also attend the Meeting but shall not be entitled to cast their vote(s) again at the Meeting. Once the vote on a resolution is cast by a member, whether partially or otherwise, the member shall not be allowed to change it subsequently or cast the vote again.

ii. A member can opt for only single mode of voting, i.e., through remote e-voting or Insta Poll. If a member casts vote(s) by both modes, then voting done through remote e-voting shall prevail and vote(s) cast at the Meeting shall be treated as “INVALID”.

iii. A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the Depositories as on the cut-off date, i.e., Wednesday, September 16, 2020 only shall be entitled to avail the facility of remote e-voting or for participation at the AGM and voting through Insta Poll. A person who is not a member as on the cut - off date, should treat the Notice for information purpose only.

iv. Any person who becomes a member of the Company after dispatch of the Notice of the Meeting and holding shares as on the cut-off date may obtain the User ID and password from KFin in the manner as mentioned below:

(a) If the mobile number of the member is registered against Folio No. / DP ID Client ID, the member may send SMS: MYEPWD <space> E-Voting Event Number+Folio No. or DP ID Client ID to 9212993399

Example for NSDL: MYEPWD <SPACE> IN12345612345678

Example for CDSL: MYEPWD <SPACE> 1402345612345678

Example for Physical: MYEPWD<SPACE> XXXX1234567890

(b) If e-mail address or mobile number of the member is registered against Folio No. / DP ID Client ID, then on the home page of https://evoting.karvy.com, the member may click “Forgot Password” and enter Folio No. or DP ID Client ID and PAN to generate a password.

(c) Member may call on KFin’s toll-free numbers 1800-345-4001 (from 9:00 a.m. to 6:00 p.m.)

(d) Member may send an e-mail request to [email protected]

(e) If the member is already registered with KFin’s e-voting platform, then he can use his existing password for logging in.


v. The Company has opted to provide the same electronic voting system at the Meeting, as used during remote e-voting, and the said facility shall be operational till all the resolutions proposed in the Notice are considered and voted upon at the Meeting and may be used for voting only by the members holding shares as on the cut-off date who are attending the Meeting and who have not already cast their vote(s) through remote e-voting.

vi. Information and instructions for remote e-voting:

I. A. In case a member receives an e-mail from the Company / KFin [for members whose e-mail addresses are registered with the Company / KFin / Depository Participant(s)]:

(a) Launch internet browser by typing the URL: https://evoting.karvy.com

(b) Enter the login credentials (User ID and password given in the e-mail). The E-Voting Event Number+Folio No. or DP ID Client ID will be your User ID. However, if you are already registered with KFin for e-voting, you can use the existing password for logging in. If required, please visit https://evoting.karvy.com or contact toll-free number 1800-345-4001 for your existing password.

(c) After entering these details appropriately, click on “LOGIN”.

(d) You will now reach Password Change Menu wherein you are required to mandatorily change your password upon logging in for the first time. The new password shall comprise minimum 8 characters with at least one upper case (A-Z), one lower case (a-z), one numeric (0-9) and a special character (@,#,$,etc.). The system will prompt you to change your password and update your contact details like mobile number, e-mail address, etc. on first login. You may also enter a secret question and answer of your choice to retrieve your password in case you forget it. It is strongly recommended that you do not share your password with any other person and that you take utmost care to keep your password confidential.

(e) You need to login again with the new credentials.

(f ) On successful login, the system will prompt you to select the E-Voting Event Number (EVEN) for DEN Networks Limited.

(g) On the voting page, enter the number of shares as on the cut-off date under either “FOR” or “AGAINST” or alternatively, you may partially enter any number under “FOR” / “AGAINST”, but the total number under “FOR” / “AGAINST” taken together should not exceed your total shareholding as on the cut-off date. You may also choose to “ABSTAIN” and vote will not be counted under either head.

(h) Members holding shares under multiple folios / demat accounts shall choose the voting process separately for each of the folios / demat accounts.

(i) Voting has to be done for each item of the Notice separately. In case you do not desire to cast your vote on any specific item, it will be treated as “ABSTAINED”.

(j) You may then cast your vote by selecting an appropriate option and click on “SUBMIT”.

(k) A confirmation box will be displayed. Click “OK” to confirm, else “CANCEL” to modify.

(l) Once you confirm, you will not be allowed to modify your vote.

(m) Corporate / Institutional Members (i.e., other than Individuals, HUFs, NRIs, etc.) are also required to send legible scanned certified true copy (in PDF Format) of the Board Resolution / Power of Attorney / Authority Letter, etc., together with attested specimen signature(s) of the duly authorized representative(s), to the Scrutiniser at e-mail id: [email protected] with a copy marked to [email protected]. It is also requested to upload the same in the e-voting module in their login. The naming format of the aforesaid legible scanned document shall be “Corporate Name EVENT NO.”

I. B. In case of a member whose e-mail address is not registered / updated with the Company / KFin / Depository Participant(s), please follow the following steps to generate your login credentials:

(a) Members holding shares in physical mode, who have not registered / updated their email addresses with the Company, are requested to register/update the same by writing to the Company with details of folio number and attaching a self-attested copy of PAN card at [email protected] or KFin at [email protected]

(b) Members holding shares in dematerialised mode who have not registered their e-mail addresses with their Depository Participant(s) are requested to register / update their email addresses with the Depository Participant(s) with whom they maintain their demat accounts.

(c) After due verification, the Company / KFin will forward your login credentials to your registered email address.

(d) Follow the instructions at I. (A). (a) to (m) to cast your vote.

II. You can also update your mobile number and e-mail id in the user profile details of the folio which may be used for sending further communication(s).

III. Once the vote on a resolution is cast by a member, whether partially or otherwise, the member shall not be allowed to change it subsequently or cast the vote again.

IV. In case of any query pertaining to e-voting, members may refer to the “Help” and “FAQs” sections / E-voting user manual available through a dropdown menu in the “Downloads” section of KFin’s website https://evoting.karvy.com/public/Faq.aspx or contact KFin as per the details given under sub-point no. V below.


V. Members are requested to note the following contact details for addressing e-voting grievances:

Shri Rajkumar Kale, Senior Manager KFin Technologies Private Limited Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad 500 032, India Tel: +91 40 67162222 Toll Free No.: 1800-345-4001 (From 9:00 a.m. to 6:00 p.m.) e-mail: [email protected]

VI. Information and instructions for Insta Poll:

Facility to cast vote through Insta Poll will be made available on the Video Conferencing screen and will be activated once the Insta Poll is announced at the Meeting.

VII. The Scrutiniser will, after the conclusion of e-voting at the Meeting, scrutinise the votes cast at the Meeting and votes cast through remote e-voting, make a consolidated Scrutiniser’s Report and submit the same to the Chairman. The result of e-voting will be declared within forty-eight hours of the conclusion of the Meeting and the same, along with the consolidated Scrutiniser’s Report, will be placed on the website of the Company: www.dennetworks.com and on the website of KFin at: https://evoting.karvy.com. The result will simultaneously be communicated to the stock exchanges.

VIII. Subject to receipt of requisite number of votes, the Resolutions proposed in the Notice shall be deemed to be passed on the date of the Meeting, i.e., Wednesday, September 23, 2020.

PROCEDURE FOR INSPECTION OF DOCUMENTS:

14. The Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of the Act, the Register of Contracts or Arrangements in which the directors are interested, maintained under Section 189 of the Act, and the relevant documents referred to in the Notice will be available electronically for inspection by the members during the AGM.

All documents referred to in the Notice will also be available electronically for inspection without any fee by the members from the date of circulation of this Notice up to the date of AGM. Members seeking to inspect such documents can send an email to [email protected]

15. Members seeking any information with regard to the accounts or any matter to be placed at the AGM, are requested to write to the Company on or before Tuesday, September 15, 2020 through email on [email protected]. The same will be replied by the Company suitably.

IEPF RELATED INFORMATION:

16. The Company had transferred Share Application Money received and due for refund or unclaimed by shareholders for more than seven consecutive years or more, to the Investor Education and Protection Fund (“IEPF”) established by the Central Government. Details of Share Application Money

transferred to the IEPF Authority are available on the website of IEPF Authority and the same can be accessed through the link: www.iepf.gov.in.

17. Members may note that unclaimed Share Application Money transferred to IEPF Authority can be claimed back from the IEPF Authority. The concerned members/investors are advised to visit the weblink of the IEPF Authority http://iepf.gov.in/IEPF/ refund.html, or contact KFin, for detailed procedure to lodge the claim for refund of unclaimed amounts from IEPF Authority.

OTHER INFORMATION

18. Securities and Exchange Board of India (“SEBI”) has mandated that securities of listed companies can be transferred only in dematerialised form w.e.f. April 1, 2019. Accordingly, the Company / KFin has stopped accepting any fresh lodgment of transfer of shares in physical form. Members holding shares in physical form are advised to avail of the facility of dematerialisation.

19. Members holding shares in physical mode are:

a) required to submit their Permanent Account Number (PAN) and bank account details to the Company / KFin at [email protected]. Shareholders, if not registered with the Company/ KFin, as mandated by SEBI can register by writing to the Company at [email protected] or to KFin at [email protected] along with the details of folio no., self-attested copy of PAN card, bank details (Bank account number, Bank and Branch Name and address, IFSC, MICR details) and cancelled cheque.

b) advised to register nomination in respect of their shareholding in the Company as per Section 72 of the Act and are requested to write to Kfin.

20. Members holding shares in electronic mode are:

a) requested to submit their PAN and bank account details to their respective Depository Participants (“DPs”) with whom they are maintaining their demat accounts.

b) advised to contact their respective DPs for registering nomination.

21. Non-Resident Indian members are requested to inform KFin / respective DPs, immediately of:

a) Change in their residential status on return to India for permanent settlement.

b) Particulars of their bank account maintained in India with complete name, branch, account type, account number and address of the bank with pin code number, if not furnished earlier.

22. To prevent fraudulent transactions, members are advised to exercise due diligence and notify the Company of any change in address or demise of any member as soon as possible. Members are also advised not to leave their demat account(s) dormant for long. Periodic statement of holdings should be obtained from the concerned DP and holdings should be verified.


23. Members who hold shares in physical form in multiple folios in identical names or joint accounts in the same order of names are requested to send the share certificates to KFin for consolidation into a single folio.

STATEMENT PURSUANT TO SECTION 102 (1) OF THE COMPANIES ACT, 2013

The following Statement sets out all material facts relating to Special Business mentioned in the Notice:

Item No. 3

The members of the Company had appointed Dr. (Ms.) Archana Niranjan Hingorani (DIN: 00028037) as an Independent Director of the Company, to hold office up to November 8, 2020 (“first term”).

The Nomination and Remuneration Committee of the Board of Directors, on the basis of the report of performance evaluation, has recommended re-appointment of Dr. (Ms.) Archana Niranjan Hingorani as an Independent Director, for a second term of 3 (three) consecutive years, on the Board of the Company.

The Board, based on the performance evaluation and as per the recommendation of the Nomination and Remuneration Committee, considers that, given her background and experience and contributions made by her during her tenure, the continued association of Dr. (Ms.) Archana Niranjan Hingorani would be beneficial to the Company and it is desirable to continue to avail her services as an Independent Director.

Accordingly, it is proposed to re-appoint Dr. (Ms.) Archana Niranjan Hingorani as an Independent Director of the Company, not liable to retire by rotation, for a second term of 3 (three) consecutive years on the Board of the Company.

Dr. (Ms.) Archana Niranjan Hingorani is not disqualified from being appointed as a director in terms of Section 164 of the Companies Act, 2013 (“the Act”), and has given her consent to act as a director.

The Company has also received declaration from Dr. (Ms.) Archana Niranjan Hingorani that she meets the criteria of independence as prescribed both under Section 149(6) of the Act and under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”).

In the opinion of the Board, Dr. (Ms.) Archana Niranjan Hingorani fulfils the conditions for appointment as an Independent Director as specified in the Act and the Listing Regulations. Dr. (Ms.) Archana Niranjan Hingorani is independent of the management and possesses appropriate skills, experience and knowledge.

Details of Dr. (Ms.) Archana Niranjan Hingorani are provided in the “Annexure” to the Notice, pursuant to the provisions of (i) Listing Regulations and (ii) Secretarial Standard on General Meetings (“SS-2”), issued by the Institute of Company Secretaries of India.

She shall be paid remuneration by way of sitting fee for attending meetings of the Board or Committees thereof or for any other purpose as may be decided by the Board, reimbursement of expenses for participating in the Board and other meetings and profit related commission within the limits stipulated under Section 197 of the Act.

Copy of draft letter of appointment of Dr. (Ms.) Archana Niranjan

Hingorani setting out the terms and conditions of appointment is available for inspection by the members.

Dr. (Ms.) Archana Niranjan Hingorani is interested in the resolution set out at Item No. 3 of the Notice with regard to her re-appointment. Relatives of Dr. (Ms.) Archana Niranjan Hingorani may be deemed to be interested in the resolution to the extent of their shareholding interest, if any, in the Company.

Save and except the above, none of the other Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution.

This statement may also be regarded as an appropriate disclosure under the Act and the Listing Regulations.

The Board commends the Special Resolution set out at Item No. 3 of the Notice for approval by the members.

Item No. 4

The Board of Directors has, on the recommendation of the Audit Committee, approved the appointment and remuneration of M/s. Ajay Kumar Singh & Company, Cost Accountants (Firm Registration No. 000386), as Cost Auditors to conduct the audit of the cost records of the Company, for the financial year ending March 31, 2021 and also approved the remuneration of ₹ 75,000 /- (Rupees Seventy-five Thousand only) to be paid to him.

In accordance with the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors as recommended by the Audit Committee and approved by the Board, has to be ratified by the members of the Company.

Accordingly, ratification by the members is sought for the remuneration payable to the Cost Auditors for the financial year ending March 31, 2021 by passing an Ordinary Resolution as set out at Item No. 4 of the Notice.

None of the Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution.

The Board commends the Ordinary Resolution set out at Item No. 4 of the Notice for ratification by the members.




Registered OfficeUnit No.116, First Floor, CWing Bldg. No.2 Kailas, Industrial Complex L.B.S Marg Park Site Vikhroli(W), Mumbai - 400079, MaharashtraTel. : +91-22-61289999Website : www.dennetworks.comEmail id : [email protected] : L92490MH2007PLC344765


ANNEXURE TO THE NOTICEDetails of Director retiring by rotation/seeking re-appointment at the Meeting

Shri Anuj Jain

Age 53 years

Date of first Appointment on the Board March 29, 2019

Qualifications B. Tech (AMU, India), MBA (CSU, San Jose USA)

Experience (including expertise in specific functional area) / Brief Resume

Mr. Anuj Jain has over 7 years of experience with Reliance Jio. He has been working in Reliance Jio since inception. He has total 28 years of industry experience in multiple sectors.

Terms and Conditions of Re-appointment In terms of Section 152(6) of the Companies Act, 2013, Shri Anuj Jain, who was appointed as a Non-executive Director at the Annual General Meeting held on September 23, 2019, is being proposed to be re-appointed as Director of the Company, liable to retire by rotation.

Remuneration last drawn(FY 2019-20) (including sitting fees, if any) ₹ 2,00,000

Remuneration proposed to be paid As per existing approved terms and conditions

Shareholding in the Company as on March 31, 2020 NIL

Relationship with other Directors / Key Managerial Personnel Not related to any Director / Key Managerial Personnel

Number of meetings of the Board attended during the financial year(2019-20)

4

Directorships of other Boards as on March 31, 2020 Hathway Cable and Datacom Limited

Membership / Chairmanship of Committees of other Boards as on March 31, 2020

Hathway Cable and Datacom LimitedInvestment and Loan Committee-Member

Dr. (Ms.) Archana Niranjan Hingorani

Age 54 years

Date of first Appointment on the Board November 9, 2017

Qualifications Bachelor of Arts (Economics), Post-graduate in Management (MBA), Ph.D. in Corporate Finance from the University of Pittsburgh, USA.

Experience (including expertise in specific functional area) / Brief Resume

Dr. (Ms.) Archana Niranjan Hingorani is Co-founder of Siana Capital Management LLP, an asset manager investing in the science and technology domains.

Previously, she was the Chief Executive Officer of IL & FS Investment Managers Limited, and has over 25 years’ experience of investing in private equity transactions.

She serves on the University of Pittsburgh, Chancellor’s Global Advisory Council and the Advisory Board of Talent Nomics, a Washington based group focused on encouraging upward movement of women in the workforce, and Global Impact Initiative, an Australian firm focused on impact investments.

In the recent past, she has also served on the Investment Commissions of the United Nations Environment Programme. She has been recognized for leadership by Business World, Fortune India and Asian Investor. She is also an Adjunct Faculty at the Katz Business School, for Private Equity and Alternative Assets. In sum, she has over 34 years’ experience in the financial services business, teaching and research.


Terms and Conditions of Re-appointment As per the resolution at Item No. 3 of the Notice convening this Meeting read with explanatory statement thereto, Dr. (Ms.) Archana Niranjan Hingorani is proposed to be re-appointed as an Independent Director

Remuneration last drawn (FY 2019-20) (including sitting fees) Rs. 2,80,000/-

Remuneration proposed to be paid As per the resolution at Item No. 3 of the Notice convening this Meeting read with explanatory statement thereto and the resolution at Item No. 5 passed by the shareholders at the Annual General Meeting held on September 19, 2018

Shareholding in the Company as on March 31, 2020 Nil

Relationship with other Directors / Key Managerial Personnel Not related to any Director / Key Managerial Personnel

Number of meetings of the Board attended during the financial year (2019-20)

4

Directorships of other Boards as on March 31, 2020 1. Alembic Pharmaceuticals Limited2. Grindwell Norton Limited3. 5 Paisa Capital Limited4. Sidbi Venture Capital Limited5. PNB Metlife India Insurance Company Limited

Membership / Chairmanship of Committees of other Boards as on March 31, 2020

Alembic Pharmaceuticals Limiteda. Audit Committee- MemberGrindwell Norton Limiteda. Audit Committee- Memberb. Stakeholders Relationship Committee- Chairperson5 Paisa Capital Limiteda. Audit Committee- Chairpersonb. Stakeholders Relationship committee- Memberc. Nomination & Remuneration committee- MemberSidbi Venture Capital Limiteda. Audit committee- Chairpersonb. HR Committee- Memberc. Nomination & Remuneration Committee- ChairpersonPNB Metlife India Insurance Company Limiteda. Audit Committee - Chairpersonb. Nomination & Remuneration Committee- Memberc. ALM & Risk Management Committee- Chairperson




Registered OfficeUnit No.116,First Floor, CWing Bldg. No. 2 Kailas, Industrial Complex L.B.S Marg Park Site Vikhroli(W), Mumbai - 400079, MaharashtraTel. : +91-22-61289999Website : www.dennetworks.comEmail id : [email protected] : L92490MH2007PLC344765

DEN Networks LimitedUnit No.116, First Floor, CWing

Bldg. No.2 Kailas, Industrial ComplexL.B.S Marg Park Site Vikhroli(W),Mumbai - 400079, Maharashtra

www.dennetworks.com

DEN NETWORKS LIMITEDANNUAL REPORT 2019 - 2020